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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2016
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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45-5379027
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7102 Commerce Way
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Brentwood, Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
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New York Stock Exchange
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an 80-mile crude oil pipeline with a capacity of 80,000 barrels per day ("bpd") that originates in Longview, Texas with destinations in the Shreveport, Louisiana area (the "Caddo Pipeline"); and
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a 107-mile crude oil pipeline with a capacity of 55,000 bpd, with the capability to expand to 85,000 bpd, that originates in north Loving County, Texas near the Texas-New Mexico border and terminates in Midland, Texas (the "RIO Pipeline").
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the Magnolia Pipeline system;
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the El Dorado Pipeline system;
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multiple short crude oil pipelines located at the El Dorado Refinery and our Sandhill Station;
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the Magnolia Station located west of the El Dorado Refinery;
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a Refined Products Pipeline system (as defined and described below); and
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certain related crude oil pipelines.
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Average Daily Throughput (bpd)
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Year Ended
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December 31,
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2016
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2015
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2014
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Lion Pipeline System:
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Crude Oil Pipelines (Non-gathered)
(1)
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56,555
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54,960
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47,906
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Refined Products Pipelines to Enterprise System
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52,071
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57,366
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53,461
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(1)
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Excludes crude oil gathered on our SALA Gathering System and injected into our Lion Pipeline System.
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Average Daily Throughput (bpd)
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Year Ended
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December 31,
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2016
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2015
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2014
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SALA Gathering System:
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Throughput (average bpd):
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17,756
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20,673
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22,656
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Average Daily Throughput (bpd)
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Year Ended
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December 31,
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2016
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2015
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2014
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East Texas Crude Logistics System (average bpd)
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12,735
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18,828
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7,361
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% of Tyler Refinery Crude Throughput
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17.8
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%
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30.6
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%
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12.5
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%
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Year Ended
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December 31,
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2016
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2015
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2014
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Sales volumes (average bpd):
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68,131
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59,174
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61,368
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Terminal Location
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Number of Tanks
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Active Aggregate Shell Capacity (bbls)
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Number of Truck Loading Lanes
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Maximum Daily Available Truck Loading Capacity (bpd)
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Abilene, TX
(1)
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9
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368,000
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2
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15,000
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San Angelo, TX
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5
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93,000
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2
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15,000
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Total
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14
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461,000
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4
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30,000
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(1)
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Excludes approximately 545,530 barrels of shell capacity that is out of service.
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Year Ended
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December 31,
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2016
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2015
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2014
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Throughput (average bpd)
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13,257
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16,357
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16,707
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Gross margin (in thousands)
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$
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6,929
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$
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7,984
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$
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28,174
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Gross margin per barrel
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$
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1.43
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$
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1.35
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$
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4.67
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Maximum
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Daily
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Active
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Available
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Aggregate
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Number of
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Truck
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Shell
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Truck
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Loading
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Number
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Capacity
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Loading
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Capacity
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Terminal Location
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of Tanks
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(bbls)
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Lanes
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(bpd)
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Big Sandy, TX
(2)
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3
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25,000
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Memphis, TN
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12
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126,000
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3
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20,000
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Nashville, TN
(1)
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10
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128,000
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2
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15,000
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Tyler, TX
(2)
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11
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91,000
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North Little Rock, AR
(2)
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2
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17,100
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El Dorado, AR
(2)
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3
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35,000
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Mount Pleasant, TX
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7
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175,000
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3
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10,000
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Total
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29
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429,000
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27
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213,100
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(1)
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Excludes approximately 10,000 barrels of shell capacity that is currently not in service.
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(2)
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See "—Pipelines and Transportation Segment—Tyler-Big Sandy Pipeline," "—Pipelines and Transportation Segment—Tyler Tank Assets," "—Pipelines and Transportation Segment—North Little Rock Tanks" and "—Pipelines and Transportation Segment—El Dorado Tank Assets," above for a discussion of the storage tanks associated with these terminals.
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Year Ended
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December 31,
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2016
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2015
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2014
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Throughput (average bpd):
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Big Sandy, TX
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7,025
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7,135
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1,760
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Memphis, TN
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7,982
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7,616
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9,616
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Nashville, TN
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6,939
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9,440
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6,376
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Tyler, TX
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70,444
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61,051
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61,501
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El Dorado, AR
(1)
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17,040
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10,363
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9,807
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North Little Rock, AR
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10,174
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9,853
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7,324
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Mount Pleasant, TX
(2)
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2,746
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1,056
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417
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Total (average bpd)
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122,350
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106,514
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96,801
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(1)
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Throughputs for the year ended December 31, 2014 are for the 324 days the Partnership owned the El Dorado Terminal in 2014.
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(2)
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Throughputs for the year ended December 31, 2014 are for the 92 days the Partnership operated the Mount Pleasant Terminal in 2014.
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the timing and extent of changes in the costs and availability of crude oil and other refinery feedstocks (including prolonged periods of low crude oil prices that could impact production of inland crude oil and reduce the amount of cost advantaged crude oil available and/or the discount of such crude oil as compared to other crude oil) and in the price and demand for Delek's refined products;
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the risk of contract cancellation, non-renewal or failure to perform by Delek’s suppliers or customers, and Delek’s inability to replace such suppliers, contracts, customers and/or revenues;
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disruptions due to equipment interruption or failure or other events at Delek’s facilities, or at third-party facilities on which Delek’s business is dependent;
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the effects of economic downturns on Delek’s business and the business of its suppliers, customers, business partners and lenders;
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Delek’s ability to remain in compliance with its contracts;
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Delek’s ability to remain in compliance with the terms of its outstanding and any future indebtedness;
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changes in the cost or availability of third-party pipelines, terminals and other means of delivering and transporting crude oil, feedstocks and refined products;
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state and federal environmental, economic, health and safety, energy and other policies and regulations, and any changes in those policies and regulations;
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environmental incidents and violations and related remediation costs, fines and other liabilities; and
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changes in crude oil and refined product inventory levels and carrying costs.
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business interruption due to maintenance and repairs or mechanical or structural failures with respect to our assets, or our facilities or with respect to third-party assets or facilities on which our operations are dependent, including Delek’s assets or facilities;
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operational errors that result in a loss of physical integrity or performance in our pipelines and facilities;
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deterioration of the condition of our pipelines and facilities through age, use and disuse;
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damages to our assets and surrounding properties caused by earthquakes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism;
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damages to and loss of availability of interconnecting third-party pipelines, terminals and other means of delivering crude oil, feedstocks and refined petroleum products;
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the inability of third-party facilities on which our operations are dependent, including Delek’s facilities, to complete capital projects and to restart timely refining operations following a shutdown;
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curtailments of operations as a result of severe seasonal weather;
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inadvertent damage to pipelines from construction, farm and utility equipment;
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constrained pipeline and storage infrastructure;
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disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attacks; and
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other hazards.
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact a high consequence area;
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maintain processes for data collection, integration and analysis;
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repair and remediate pipelines as necessary; and
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implement preventive and mitigating actions.
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acts of God;
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strikes, lockouts or other industrial disturbances;
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acts of the public enemy, wars, blockades, insurrections, riots or civil disturbances;
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storms, floods or washouts;
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arrests or the order of any court or governmental authority having jurisdiction while the same is in force and effect;
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explosions, breakage or accident to machinery, storage tanks or lines of pipe;
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any inability to obtain, or unavoidable delay in obtaining, material or equipment;
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any inability to deliver crude oil or refined products because of a failure of third-party pipelines; and
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any other causes not reasonably within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome.
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the volatility and uncertainty of regional pricing differentials for crude oil and refined products;
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the ability of the members of the Organization of the Petroleum Exporting Countries, or OPEC, to agree to and maintain production controls;
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the nature and extent of governmental regulation and taxation; and
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the anticipated future prices of crude oil and refined products in markets served by Delek’s refineries.
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incur or guarantee additional debt;
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incur certain liens on assets;
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dispose of assets;
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make certain cash distributions or redeem or repurchase units;
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change the nature of our business;
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engage in certain mergers or acquisitions or make certain investments (including joint ventures); and
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enter into certain transactions with affiliates.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flows required to make payments on our debt and any interest thereon;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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mistaken assumptions about revenues and costs, including synergies;
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the assumption of known or unknown liabilities;
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limitations on rights to indemnity from the seller;
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mistaken assumptions about the overall costs of equity or debt;
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the diversion of management’s attention from other business concerns;
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ineffective or poor integration of such acquisitions;
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unforeseen difficulties operating multi-customer and product assets in new product areas or new markets; and
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customer or key employee losses at the acquired businesses.
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Our Partnership Agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.
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Neither our Partnership Agreement nor any other agreement requires Delek to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery or what markets to pursue or grow. The directors and officers of Delek have a fiduciary duty to make these decisions in the best interests of the stockholders of Delek, which may be contrary to our interests. Delek may choose to shift the focus of its investment and growth to areas not served by our assets.
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Delek, as our primary customer, has an economic incentive to cause us not to seek higher service fees, even if such higher fees could be obtained in arm’s-length, third-party transactions. Furthermore, under many of our commercial agreements with them, Delek’s consent is required before we may enter into an agreement with any third party with respect to certain of our assets, including those that serve the El Dorado and Tyler Refineries, and Delek has an incentive to cause us not to pursue such third-party contracts in certain circumstances.
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Our general partner is allowed to take into account the interests of parties other than us, such as Delek, in resolving conflicts of interest.
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All of the officers and three of the directors of our general partner (who are also the three Individual GP Owners) are also officers and/or directors of Delek and owe fiduciary duties to Delek. These officers will also devote significant time to the business of Delek and will be compensated by Delek accordingly.
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Delek may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests.
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Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
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Disputes may arise under our commercial agreements with Delek.
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Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership units and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash available for distribution to our unitholders.
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Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders.
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Our general partner determines which costs incurred by it are reimbursable by us.
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Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on their common units or to make incentive distributions.
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Our Partnership Agreement permits us to classify up to $25.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our general partner units or to our general partner in respect of the incentive distribution rights.
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Our Partnership Agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.
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Our general partner intends to limit its liability regarding our contractual and other obligations.
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Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 80% of the common units.
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Our general partner controls the enforcement of the obligations that it and its affiliates owe to us, including Delek’s obligations under the Omnibus Agreement and its commercial agreements with us.
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Our general partner decides whether to retain separate counsel, accountants or other advisers to perform services for us.
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Our general partner may transfer its incentive distribution rights without unitholder approval.
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Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
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how to allocate corporate opportunities among us and its other affiliates;
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whether to exercise its limited call right;
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whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;
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how to exercise its voting rights with respect to the units it owns;
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whether to exercise its registration rights;
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whether to elect to reset target distribution levels;
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whether to transfer the incentive distribution rights to a third party; and
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whether or not to consent to any merger or consolidation of the Partnership or amendment to the Partnership Agreement.
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any assets that were owned by Delek upon the completion of the Offering (including replacements or expansions of those assets);
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any asset or business that Delek acquires or constructs that has a fair market value of less than $5.0 million; and
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any asset or business that Delek acquires or constructs that has a fair market value of $5.0 million or more if we have been offered the opportunity to purchase the asset or business for fair market value not later than six months after completion of such acquisition or construction, and we decline to do so.
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whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of the Partnership, and, except as specifically provided by our Partnership Agreement, will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;
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our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;
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our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
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our general partner will not be in breach of its obligations under the Partnership Agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval;
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approved by the vote of a majority of the outstanding common limited partner units, excluding any common units owned by our general partner and its affiliates;
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determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
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determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
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our existing unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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because the amount payable to holders of incentive distribution rights is based on a percentage of the total cash available for distribution, the distributions to holders of incentive distribution rights will increase even if the per-unit distribution on common limited partner units remains the same;
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of the common limited partner units may decline.
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we were conducting business in a state but had not complied with that particular state’s partnership statute; or
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our unitholders' right to act with other unitholders to remove or replace our general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute “control” of our business.
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Quarter Ended
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High Sales Price
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Low Sales Price
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Quarterly Cash Distribution per Limited Partner Unit
(1)
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Distribution Date
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Record Date
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December 31, 2016
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$30.60
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$21.30
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$0.680
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February 14, 2017
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February 3, 2017
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September 30, 2016
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$29.59
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$25.20
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$0.655
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November 14, 2016
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November 7, 2016
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June 30, 2016
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$33.92
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$24.16
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$0.630
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August 12, 2016
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August 5, 2016
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March 31, 2016
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$35.25
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$21.84
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$0.610
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May 13, 2016
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May 5, 2016
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December 31, 2015
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$38.00
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$28.05
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$0.590
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February 12, 2016
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February 5, 2016
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September 30, 2015
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$48.46
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$29.29
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$0.570
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November 13, 2015
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November 6, 2015
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June 30, 2015
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$47.55
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$30.69
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$0.550
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August 14, 2015
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August 6, 2015
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March 31, 2015
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$44.96
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$33.30
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$0.530
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May 14, 2015
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May 4, 2015
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(1)
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Represents cash distributions attributable to the quarter and declared and paid within 45 days of quarter end in accordance with our Partnership Agreement.
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•
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less
the amount of cash reserves established by our general partner to:
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◦
|
provide for the proper conduct of our business (including cash reserves for our future capital expenditures and anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);
|
◦
|
comply with applicable law, any of our debt instruments or other agreements; or
|
◦
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
|
•
|
plus
, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter. Under our Partnership Agreement, working capital borrowings are generally borrowings that are made under a credit facility, commercial paper facility or similar financing arrangement, and in all cases are used solely for working capital purposes or to pay distributions to partners, and with the intent of the borrower to repay such borrowings within 12 months with funds other than from additional working capital borrowings.
|
|
|
Total Quarterly
|
|
Marginal Percentage
|
||||
|
|
Distribution per Unit
|
|
Interest in Distributions
|
||||
|
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
||
Minimum Quarterly Distribution
|
|
$0.37500
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
|
above $0.37500
|
|
98.0
|
%
|
|
2.0
|
%
|
|
|
up to $0.43125
|
|
|
|
|
||
Second Target Distribution
|
|
above $0.43125
|
|
85.0
|
%
|
|
15.0
|
%
|
|
|
up to $0.46875
|
|
|
|
|
||
Third Target Distribution
|
|
above $0.46875
|
|
75.0
|
%
|
|
25.0
|
%
|
|
|
up to $0.56250
|
|
|
|
|
||
Thereafter
|
|
above $0.56250
|
|
50.0
|
%
|
|
50.0
|
%
|
Date of Sale
|
|
Number of General Partner Units Sold
|
|
Price per General Partner Unit
|
|
Consideration Paid to the Partnership
|
June 13, 2016
|
|
530
|
|
$26.05
|
|
$13,818
|
August 23, 2016
|
|
45
|
|
$26.20
|
|
$1,180
|
November 9, 2016
|
|
34
|
|
$21.70
|
|
$744
|
December 12, 2016
|
|
448
|
|
$30.45
|
|
$13,634
|
•
|
two crude oil rail offloading racks, which are designed to receive up to 25,000 barrels per day (“bpd”) of light crude oil or 12,000 bpd of heavy crude oil, or any combination of the two, delivered by rail to Delek's El Dorado Refinery (the "El Dorado Refinery")and related ancillary assets (the “El Dorado Assets”) effective March 31, 2015, (such transaction, the "El Dorado Rail Offloading Racks Acquisition");
|
•
|
a crude oil storage tank (the "Tyler Crude Tank") with a shell capacity of approximately 350,000 barrels located adjacent to Delek's Tyler Refinery (the "Tyler Refinery") and certain ancillary assets (collectively, with the Tyler Crude Tank, the "Tyler Assets") effective March 31, 2015, (such transaction, the "Tyler Crude Tank Acquisition"); the Tyler Assets, together with the El Dorado Assets, are hereinafter collectively referred to as the "Logistics Assets."
|
•
|
a refined products terminal (the “El Dorado Terminal”) located at the El Dorado Refinery and (ii) 158 storage tanks and certain ancillary assets (the "El Dorado Tank Assets" and, together with the El Dorado Terminal, the “El Dorado Terminal and Tank Assets”) at and adjacent to the El Dorado Refinery effective February 4, 2014, (such transaction, the “El Dorado Acquisition”).
|
•
|
a refined products terminal (the “Tyler Terminal”) located at the Tyler Refinery and (ii) 96 storage tanks and certain ancillary assets (the "Tyler Tank Assets" and, together with the Tyler Terminal, the “Tyler Terminal and Tank Assets”) adjacent to the Tyler Refinery, effective July 26, 2013 (such transaction, the “Tyler Acquisition”).
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
Predecessors
|
||||||||||
Statements of Income and Other Comprehensive Income Data:
|
|
|
|
(In thousands, except units and per unit data)
|
|
|
||||||||||||||
Net sales
|
|
$
|
448,059
|
|
|
$
|
589,669
|
|
|
$
|
841,253
|
|
|
$
|
907,428
|
|
|
$
|
1,022,586
|
|
Operating costs and expenses
|
|
370,409
|
|
|
512,407
|
|
|
762,407
|
|
|
868,697
|
|
|
1,020,062
|
|
|||||
Operating income
|
|
77,650
|
|
|
77,262
|
|
|
78,846
|
|
|
38,731
|
|
|
2,524
|
|
|||||
Non-operating costs and expenses
|
|
14,765
|
|
|
11,246
|
|
|
8,656
|
|
|
4,570
|
|
|
2,682
|
|
|||||
Income (loss) before income tax (benefit) expense
|
|
62,885
|
|
|
66,016
|
|
|
70,190
|
|
|
34,161
|
|
|
(158
|
)
|
|||||
Income tax expense (benefit)
|
|
81
|
|
|
(195
|
)
|
|
132
|
|
|
757
|
|
|
(14,024
|
)
|
|||||
Net income
|
|
62,804
|
|
|
66,211
|
|
|
70,058
|
|
|
33,404
|
|
|
13,866
|
|
|||||
Less: (Loss) income attributable to Predecessors
|
|
—
|
|
|
(637
|
)
|
|
(1,939
|
)
|
|
(14,426
|
)
|
|
5,456
|
|
|||||
Net income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
|
$
|
47,830
|
|
|
$
|
8,410
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: General partners' interest in net income (2%)
|
|
12,193
|
|
|
5,163
|
|
|
2,366
|
|
|
957
|
|
|
|
||||||
Limited partners' interest in net income
|
|
$
|
50,611
|
|
|
$
|
61,685
|
|
|
$
|
69,631
|
|
|
$
|
46,873
|
|
|
|
||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common - (basic)
|
|
$
|
2.08
|
|
|
$
|
2.55
|
|
|
$
|
2.88
|
|
|
$
|
1.95
|
|
|
|
||
Common - (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.52
|
|
|
$
|
2.85
|
|
|
$
|
1.93
|
|
|
|
||
Subordinated - Delek (basic and diluted)
|
|
$
|
2.19
|
|
|
$
|
2.54
|
|
|
$
|
2.88
|
|
|
$
|
1.95
|
|
|
|
||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common units - (basic)
|
|
22,490,264
|
|
|
12,237,154
|
|
|
12,171,548
|
|
|
12,025,249
|
|
|
|
||||||
Common units - (diluted)
|
|
22,558,717
|
|
|
12,356,914
|
|
|
12,302,629
|
|
|
12,148,774
|
|
|
|
||||||
Subordinated units - Delek (basic and diluted)
|
|
1,803,167
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|
|
(1)
|
The information presented includes the results of operations of our Predecessors. Prior to the completion of the Offering and subsequent acquisitions from Delek, our Predecessors did not record all revenues for intercompany gathering, pipeline transportation, terminalling and storage services.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
Predecessors
|
||||||||||
Balance Sheet Data:
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
Property, plant and equipment, net
|
|
$
|
251,029
|
|
|
$
|
253,848
|
|
|
$
|
254,779
|
|
|
$
|
242,512
|
|
|
$
|
220,566
|
|
Total assets
|
|
415,547
|
|
|
375,288
|
|
|
331,286
|
|
|
319,350
|
|
|
312,825
|
|
|||||
Total debt, including current maturities
|
|
392,600
|
|
|
351,600
|
|
|
251,750
|
|
|
164,800
|
|
|
90,000
|
|
|||||
Total liabilities
|
|
428,831
|
|
|
386,306
|
|
|
291,505
|
|
|
214,142
|
|
|
146,092
|
|
|||||
Total (deficit) equity
|
|
(13,284
|
)
|
|
(11,018
|
)
|
|
39,781
|
|
|
105,208
|
|
|
166,733
|
|
•
|
our substantial dependence on Delek or its assignees and their respective ability to pay us under our commercial agreements;
|
•
|
the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to, costs, penalties, regulatory or legal actions and other effects related to spills, releases and tank failures;
|
•
|
changes in insurance markets impacting costs and the level and types of coverage available;
|
•
|
the timing and extent of changes in commodity prices and demand for refined products;
|
•
|
the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to sell in our west Texas wholesale business;
|
•
|
the suspension, reduction or termination of Delek's or its assignees' or any third-party's obligations under our commercial agreements;
|
•
|
the ability to secure commercial agreements with Delek or third parties upon expiration of existing agreements;
|
•
|
disruptions due to acts of God, equipment interruption or failure at our facilities, Delek’s facilities or third-party facilities on which our business is dependent;
|
•
|
the results of our investments in joint ventures;
|
•
|
changes in the availability and cost of capital of debt and equity financing;
|
•
|
our reliance on information technology systems in our day-to-day operations;
|
•
|
changes in general economic conditions;
|
•
|
the effects of existing and future laws and governmental regulations, including, but not limited to, the rules and regulations promulgated by the Federal Energy Regulatory Commission ("FERC") and those relating to environmental protection, pipeline integrity and safety;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by our customers and competitors;
|
•
|
the demand for crude oil, refined products and transportation and storage services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
an inability to have growth projects completed on time and on budget;
|
•
|
an inability of Delek to grow as expected;
|
•
|
our ability to successfully integrate acquired businesses;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
changes or volatility in interest and inflation rates;
|
•
|
labor relations;
|
•
|
large customer defaults;
|
•
|
changes in tax status and regulations;
|
•
|
the effects of future litigation; and
|
•
|
other factors discussed elsewhere in this Annual Report on Form 10-K for the year ended
December 31, 2016
.
|
•
|
an 80-mile crude oil pipeline with a capacity of 80,000 bpd that originates in Longview, Texas with destinations in the Shreveport, Louisiana area (the "Caddo Pipeline"); and
|
•
|
a 107-mile crude oil pipeline with a capacity of 55,000 bpd with the capability to expand to 85,000 bpd, that originates in north Loving County, Texas near the Texas-New Mexico border and terminates in Midland, Texas (the "RIO Pipeline").
|
•
|
Generate Stable Cash Flow.
We will continue to pursue opportunities to provide logistics, marketing and other services to Delek and third parties pursuant to long-term, fee-based contracts. In new service contracts, we will endeavor to include minimum volume throughput, or other commitments, similar to those included in our current commercial agreements with Delek.
|
•
|
Focus on Growing Our Business.
We intend to evaluate and pursue opportunities to grow our business through both strategic acquisitions and expansion and construction projects, both internally funded or in combination with potential external partners. We believe that our strong relationship with Delek will enhance our opportunities to grow our business.
|
◦
|
Pursue Acquisitions
.
We plan to pursue strategic acquisitions that both complement our existing assets and provide attractive returns for our unitholders. As we continue to grow through acquisitions, we believe we will be able to increase our third party business.
|
◦
|
Pursue Attractive Expansion and Construction Opportunities.
We intend to pursue organic growth opportunities that complement our existing businesses or that provide attractive returns within or outside our current geographic footprint. We plan to evaluate potential opportunities to make capital investments that will be used to expand our existing asset base through the expansion and construction of new logistics assets to support growth of any of our customers', including Delek's, businesses and from increased third-party activity. These construction projects may be developed either through joint venture relationships or by us acting independently, depending on size and scale.
For example, in March 2015, we entered into two joint ventures to construct logistics assets. Construction on these assets was substantially completed in September 2016 and January 2017.
|
•
|
Optimize Our Existing Assets and Expand Our Customer Base.
We seek to enhance the profitability of our existing assets by adding incremental throughput volumes, improving operating efficiencies and increasing system-wide utilization. We also expect to further diversify our customer base by increasing third-party throughput volumes running through certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.
|
•
|
Delek’s utilization of our assets in excess of its minimum volume commitments;
|
•
|
our ability to identify and execute acquisitions and organic expansion projects and capture incremental volume increases from Delek or third parties;
|
•
|
our ability to increase throughput volumes at our refined products terminals and provide additional ancillary services at those terminals;
|
•
|
our ability to identify and serve new customers in our marketing and trucking operations; and
|
•
|
our ability to make connections to third-party facilities and pipelines.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis, or in the case of EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
Statements of Income and Comprehensive Income Data
|
||||||||||||
(In thousands, except unit data and per unit data)
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Pipelines and transportation
|
|
$
|
122,172
|
|
|
$
|
131,379
|
|
|
$
|
91,348
|
|
Wholesale marketing and terminalling
|
|
325,887
|
|
|
458,290
|
|
749,905
|
|||||
Total
|
|
448,059
|
|
|
589,669
|
|
841,253
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
302,158
|
|
|
436,304
|
|
697,221
|
|||||
Operating expenses
|
|
37,198
|
|
|
44,923
|
|
39,465
|
|||||
General and administrative expenses
|
|
10,256
|
|
|
11,384
|
|
10,616
|
|||||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
15,022
|
|||||
(Gain) loss on asset disposals
|
|
(16
|
)
|
|
104
|
|
|
83
|
|
|||
Total operating costs and expenses
|
|
370,409
|
|
512,407
|
|
762,407
|
||||||
Operating income
|
|
77,650
|
|
|
77,262
|
|
78,846
|
|||||
Interest expense, net
|
|
13,587
|
|
|
10,658
|
|
8,656
|
|
||||
Loss on equity method investments
|
|
1,178
|
|
|
588
|
|
|
—
|
|
|||
Total non-operating costs and expenses
|
|
14,765
|
|
|
11,246
|
|
|
8,656
|
|
|||
Income before income tax expense (benefit)
|
|
62,885
|
|
|
66,016
|
|
|
70,190
|
|
|||
Income tax expense (benefit)
|
|
81
|
|
|
(195
|
)
|
|
132
|
|
|||
Net income
|
|
62,804
|
|
|
66,211
|
|
|
70,058
|
|
|||
Less: Loss attributable to Predecessors
|
|
—
|
|
|
(637
|
)
|
|
(1,939
|
)
|
|||
Net income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
Comprehensive income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
EBITDA
(1)
|
|
$
|
97,285
|
|
|
$
|
96,366
|
|
|
$
|
93,868
|
|
|
|
|
|
|
|
|
|
|||||
Less: General partner's interest in net income (2%), including incentive distribution rights
|
|
12,193
|
|
|
5,163
|
|
|
2,366
|
|
|||
Limited partner's interest in net income
|
|
$
|
50,611
|
|
|
$
|
61,685
|
|
|
$
|
69,631
|
|
|
|
|
|
|
|
|
||||||
Net income per limited partner unit
(2)
:
|
|
|
|
|
|
|
||||||
Common units - (basic)
|
|
$
|
2.08
|
|
|
$
|
2.55
|
|
|
$
|
2.88
|
|
Common units - (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.52
|
|
|
$
|
2.85
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
2.19
|
|
|
$
|
2.54
|
|
|
$
|
2.88
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding
(2)
:
|
|
|
|
|
|
|
||||||
Common units - (basic)
|
|
22,490,264
|
|
|
12,237,154
|
|
|
12,171,548
|
||||
Common units - (diluted)
|
|
22,558,717
|
|
|
12,356,914
|
|
|
12,302,629
|
||||
Subordinated units - Delek (basic and diluted)
|
|
1,803,167
|
|
|
11,999,258
|
|
|
11,999,258
|
(1)
|
For a definition of EBITDA , see "—How We Evaluate Our Operations—EBITDA and Distributable Cash Flow."
|
(2)
|
We base our calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. The weighted-average number of common and subordinated units reflects the conversion of the subordinated units to common units on February 25, 2016. See Notes
5
and
12
to our accompanying consolidated financial statements for further discussion.
|
(in thousands)
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
(2)
|
|
2014
(3)
|
||||||
Reconciliation of net income to EBITDA:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
62,804
|
|
|
$
|
66,211
|
|
|
$
|
70,058
|
|
Add:
|
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
|
81
|
|
|
(195
|
)
|
|
132
|
|
|||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
|
15,022
|
|
|||
Interest expense, net
|
|
13,587
|
|
|
10,658
|
|
|
8,656
|
|
|||
EBITDA
(1)
|
|
$
|
97,285
|
|
|
$
|
96,366
|
|
|
$
|
93,868
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of net cash from operating activities to distributable cash flow:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
100,707
|
|
|
$
|
68,024
|
|
|
$
|
85,084
|
|
Changes in assets and liabilities
|
|
(14,861
|
)
|
|
20,106
|
|
|
(1,234
|
)
|
|||
Maintenance and regulatory capital expenditures
(4)
|
|
(5,920
|
)
|
|
(11,841
|
)
|
|
(6,642
|
)
|
|||
Reimbursement from Delek for capital expenditures
(5)
|
|
1,880
|
|
|
5,220
|
|
|
1,578
|
|
|||
Accretion of asset retirement obligations
|
|
(266
|
)
|
|
(251
|
)
|
|
(232
|
)
|
|||
Deferred income taxes
|
|
173
|
|
|
(14
|
)
|
|
109
|
|
|||
Gain (loss) on asset disposals
|
|
16
|
|
|
(104
|
)
|
|
(83
|
)
|
|||
Distributable cash flow
(1)
|
|
$
|
81,729
|
|
|
$
|
81,140
|
|
|
$
|
78,580
|
|
(1)
|
For a definition of EBITDA and distributable cash flow, see "—How We Evaluate Our Operations—EBITDA and Distributable Cash Flow."
|
(2)
|
EBITDA and distributable cash flow include net loss of $0.2 million related to the Logistics Assets Predecessor during the year ended
December 31, 2015
.
|
(3)
|
EBITDA and distributable cash flow include net loss of $1.5 million related to our Predecessors for the year ended
December 31, 2014
.
|
(4)
|
Maintenance and regulatory capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance and regulatory capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations.
|
(5)
|
For the years ended
December 31, 2016
,
2015
and
2014
, Delek reimbursed us for certain capital expenditures pursuant to the terms of the Omnibus Agreement (as defined in
Note 4
to our consolidated financial statements).
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capital spending (excluding business combinations)
|
|
|
|
|
|
|
||||||
Pipelines and Transportation
|
|
$
|
8,478
|
|
|
$
|
16,030
|
|
|
$
|
5,804
|
|
Wholesale Marketing and Terminalling
|
|
3,289
|
|
|
6,397
|
|
|
3,364
|
|
|||
Total capital spending
|
|
$
|
11,767
|
|
|
$
|
22,427
|
|
|
$
|
9,168
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pipelines and Transportation
|
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
103,749
|
|
|
$
|
102,551
|
|
|
80,683
|
|
||
Third-Party
|
|
18,423
|
|
|
28,828
|
|
|
10,665
|
|
|||
Total Pipelines and Transportation
|
|
122,172
|
|
|
131,379
|
|
|
91,348
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
19,425
|
|
|
19,607
|
|
|
4,294
|
|
|||
Operating expenses
|
|
29,235
|
|
|
33,751
|
|
|
31,979
|
|
|||
Segment contribution margin
|
|
$
|
73,512
|
|
|
$
|
78,021
|
|
|
$
|
55,075
|
|
|
|
|
|
|
|
|
||||||
Wholesale Marketing and Terminalling
|
|
|
|
|
|
|
||||||
Net Sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
45,815
|
|
|
50,013
|
|
|
33,900
|
|
|||
Third-Party
|
|
280,072
|
|
|
408,277
|
|
|
716,005
|
|
|||
Total Wholesale Marketing and Terminalling
|
|
325,887
|
|
|
458,290
|
|
|
749,905
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
282,733
|
|
|
416,697
|
|
|
692,927
|
|
|||
Operating expenses
|
|
7,963
|
|
|
11,172
|
|
|
7,486
|
|
|||
Segment contribution margin
|
|
$
|
35,191
|
|
|
$
|
30,421
|
|
|
$
|
49,492
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
|
||||||
Net Sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
$
|
149,564
|
|
|
$
|
152,564
|
|
|
$
|
114,583
|
|
Third-Party
|
|
298,495
|
|
|
437,105
|
|
|
726,670
|
|
|||
Net sales
|
|
448,059
|
|
|
589,669
|
|
|
841,253
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
302,158
|
|
|
436,304
|
|
|
697,221
|
|
|||
Operating expenses
|
|
37,198
|
|
|
44,923
|
|
|
39,465
|
|
|||
Contribution margin
|
|
108,703
|
|
|
108,442
|
|
|
104,567
|
|
|||
General and administrative expenses
|
|
10,256
|
|
|
11,384
|
|
|
10,616
|
|
|||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
|
15,022
|
|
|||
(Loss) gain on asset disposals
|
|
(16
|
)
|
|
104
|
|
|
83
|
|
|||
Operating income
|
|
$
|
77,650
|
|
|
$
|
77,262
|
|
|
$
|
78,846
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Throughputs (average bpd)
|
|
|
|
|
|
|
|||
Lion Pipeline System:
|
|
|
|
|
|
|
|||
Crude pipelines (non-gathered)
|
|
56,555
|
|
|
54,960
|
|
|
47,906
|
|
Refined products pipelines to Enterprise Systems
|
|
52,071
|
|
|
57,366
|
|
|
53,461
|
|
SALA Gathering System
|
|
17,756
|
|
|
20,673
|
|
|
22,656
|
|
East Texas Crude Logistics System
|
|
12,735
|
|
|
18,828
|
|
|
7,361
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Information:
|
|
|
|
|
|
|
||||||
East Texas - Tyler Refinery sales volumes (average bpd)
|
|
68,131
|
|
|
59,174
|
|
|
61,368
|
|
|||
West Texas marketing throughputs (average bpd)
|
|
13,257
|
|
|
16,357
|
|
|
16,707
|
|
|||
West Texas marketing gross margin per barrel
|
|
$
|
1.43
|
|
|
$
|
1.35
|
|
|
$
|
4.67
|
|
Terminalling throughputs (average bpd)
(1)
|
|
122,350
|
|
|
106,514
|
|
|
96,801
|
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner interest and IDRs (in thousands)
|
|
Date of Distribution
|
March 31, 2016
|
|
$0.610
|
|
$2.44
|
|
$17,095
|
|
May 13, 2016
|
June 30, 2016
|
|
$0.630
|
|
$2.52
|
|
$18,085
|
|
August 12, 2016
|
September 30, 2016
|
|
$0.655
|
|
$2.62
|
|
$19,302
|
|
November 14, 2016
|
December 31, 2016
|
|
$0.680
|
|
$2.72
|
|
$20,537
|
|
February 14, 2017
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flow Data:
|
|
|
|
|
|
|
||||||
Cash flows provided by operating activities
|
|
$
|
100,707
|
|
|
$
|
68,024
|
|
|
$
|
85,084
|
|
Cash flows used in investing activities
|
|
(72,692
|
)
|
|
(56,592
|
)
|
|
(31,662
|
)
|
|||
Cash flows used in financing activities
|
|
(27,956
|
)
|
|
(13,293
|
)
|
|
(52,485
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
59
|
|
|
$
|
(1,861
|
)
|
|
$
|
937
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017 Forecast
|
|
2016 Actual
(2)
|
||||
Capital Spending:
|
|
|
|
|
||||
Regulatory
|
|
$
|
5,287
|
|
|
$
|
696
|
|
Maintenance
(1)
|
|
9,747
|
|
|
8,007
|
|
||
Discretionary
|
|
3,113
|
|
|
3,064
|
|
||
Total capital spending
|
|
$
|
18,147
|
|
|
$
|
11,767
|
|
(1)
|
Maintenance capital expenditures represent cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations. Delek has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 4 to our consolidated financial statements).
|
(2)
|
Of the total
$11.8 million
spent in 2016, $5.8 million related to growth projects.
|
|
|
<1 Year
|
|
<
3 Years
|
|
<
5 Years
|
|
>5 Years
|
|
Total
|
||||||||||
Long term debt, notes payable and capital lease obligations
|
|
$
|
—
|
|
|
$
|
392,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,600
|
|
Interest
(1)
|
|
13,412
|
|
|
26,751
|
|
|
—
|
|
|
—
|
|
|
40,163
|
|
|||||
Operating lease commitments
(2)
|
|
4,943
|
|
|
2,442
|
|
|
190
|
|
|
60
|
|
|
7,635
|
|
|||||
Total
|
|
$
|
18,355
|
|
|
$
|
421,793
|
|
|
$
|
190
|
|
|
$
|
60
|
|
|
$
|
440,398
|
|
(1)
|
Includes expected interest payments on debt outstanding under our credit facility in place at
December 31, 2016
. Floating interest rate debt is calculated using
December 31, 2016
rates.
|
(2)
|
Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of
December 31, 2016
.
|
i.
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
ii.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and Board of Directors; and
|
iii.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
Age
|
Position With Delek Logistics GP, LLC
|
Ezra Uzi Yemin
|
48
|
Chairman of the Board of Directors and Chief Executive Officer
|
Charles J. Brown, III
|
69
|
Director, Chairman of Conflicts Committee and Member of Audit and EHS Committees
|
Mark B. Cox
|
58
|
Director
|
Francis C. D'Andrea
|
63
|
Director, Chairman of Audit Committee and Member of Conflicts and EHS Committees
|
Eric D. Gadd
|
61
|
Director, Chairman of EHS Committee and Member of Audit and Conflicts Committees
|
Assaf Ginzburg
|
41
|
Director, Executive Vice President and Chief Financial Officer
|
Frederec Green
|
51
|
Director and Executive Vice President
|
Reuven Spiegel
|
60
|
Director and Member of Audit, EHS and Conflicts Committees
|
Daniel L. Gordon
|
39
|
Executive Vice President
|
Donald N. Holmes
|
66
|
Executive Vice President
|
Mark D. Smith
|
49
|
Executive Vice President
|
Avigal Soreq
|
39
|
Executive Vice President
|
•
|
to motivate and retain our general partner's key executives;
|
•
|
to align the long-term economic interests of our general partner's executives with those of our unitholders; and
|
•
|
to reward excellence and performance by our general partner's executives that increases the value of our units.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(i)
|
(j)
|
Name and
Principal Position
(1)
|
Fiscal Year
|
Salary
($)
|
Bonus
($)
|
Unit Awards
($)
|
Option Awards
($)
|
All Other Compensation ($)
|
Total
($)
|
Ezra Uzi Yemin
Chief Executive Officer
|
2016
|
—
|
—
|
—
|
—
|
—
|
—
|
2015
|
—
|
—
|
—
|
—
|
—
|
—
|
|
2014
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Assaf Ginzburg
Executive Vice President and Chief Financial Officer
|
2016
|
—
|
—
|
—
|
—
|
—
|
—
|
2015
|
—
|
—
|
—
|
—
|
—
|
—
|
|
2014
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Because none of our executive officers received total compensation from us or our general partner in excess of $100,000 in
2016
, information is presented only for Messrs. Yemin and Ginzburg.
|
|
Option Awards
|
Unit Awards
|
||||
Name
|
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Option Exercise Price
|
Option Expiration Date
|
Number of Units That Have Not Vested
(1)
|
Market Value of Units That Have Not Vested
(2)
|
Ezra Uzi Yemin
|
—
|
—
|
n/a
|
n/a
|
24,488
|
$699,132
|
Assaf Ginzburg
|
—
|
—
|
n/a
|
n/a
|
5,000
|
$142,750
|
(1)
|
Awards in this column are phantom units which vest ratably on each of June 10, 2017 and December 10, 2017.
|
(2)
|
Amounts in this column are based upon a fair market value of $28.55 per unit on December 30, 2016.
|
|
Option Awards
|
Stock Awards
(1)
|
||
Name
|
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
|
Ezra Uzi Yemin
|
—
|
n/a
|
24,488
|
$666,686
|
Assaf Ginzburg
|
—
|
n/a
|
5,000
|
$136,125
|
(1)
|
Consists of the following:
|
Date
|
NEO
|
Phantom Units Vested
|
Fair Market Value Per Unit
|
Value Realized on Vesting
|
6/10/2016
|
Yemin
|
12,244
|
$26.05
|
$318,956
|
Ginzburg
|
2,500
|
$65,125
|
||
12/10/2016
|
Yemin
|
12,244
|
$28.40
|
$347,730
|
Ginzburg
|
2,500
|
$71,000
|
Name
|
Termination of Employment
|
Change-In-Control
(1)
|
Ezra Uzi Yemin
|
—
|
$699,132
|
Assaf Ginzburg
|
—
|
$142,750
|
(1)
|
The numbers in the “Change-In-Control” column assume that an “exchange transaction” (as described below) occurred on
December 31, 2016
when the fair market value of our common units was $28.55 per unit, and, as a result, the Board of Directors of our general partner decided that all 24,488 and 5,000 outstanding phantom units held by Messrs. Yemin and Ginzburg, respectively, should become fully vested and participate in the transaction value of the units covered by the award (e.g., by exercise or cash out).
|
Board of Directors Retainer (Per Year)
|
$50,000
|
||
Committee Retainers (Per Year):
|
Chairman
|
Others
|
|
Audit Committee
|
$10,000
|
$5,000
|
|
Conflicts Committee
|
$5,000
|
$2,500
|
|
EHS Committee
(1)
|
$5,000
|
$3,000
|
|
Target Value for Equity Awards (Per Year)
|
$65,000
|
Director Compensation
|
|||||
Name
(1)
|
Fees Earned or Paid in Cash ($)
(2)
|
Stock Awards ($)
(3)
|
Option Awards ($)
|
All Other Compensation ($)
|
Total ($)
|
Charles J. Brown, III
|
60,000
|
64,995
|
—
|
—
|
124,995
|
Mark B. Cox
(4)
|
37,500
|
64,995
|
—
|
—
|
102,495
|
Francis C. D'Andrea
|
62,500
|
64,995
|
—
|
—
|
127,495
|
Eric D. Gadd
|
57,500
|
64,995
|
—
|
—
|
122,495
|
Reuven Spiegel
|
57,500
|
64,995
|
—
|
—
|
122,495
|
(1)
|
Because they are officers and employees of Delek or its subsidiaries, Messrs. Yemin, Ginzburg and Green did not receive any compensation for their service as directors in
2016
.
|
(2)
|
This column reports the amount of cash compensation earned in
2016
for Board and committee service.
|
(3)
|
Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes. Assumptions used in the calculation of this amount for the
2016
fiscal year are included in
Note 13
to our audited financial statements for the
2016
fiscal year included in this Annual Report on Form 10-K. The grant date fair value of $26.05 per unit is equal to the NYSE closing price of our common units on the June 10,
2016
grant date. Messrs. Brown, Cox, D'Andrea, Gadd and Spiegel held 5,739, 2,495, 3,759, 5,489 and 4,739 outstanding phantom units, respectively, at
December 31, 2016
.
|
(4)
|
Mr. Cox became an officer and employee of Delek in October 2016 and ceased receiving compensation as a director at that time. As of January 2017, he is no longer an officer and employee of Delek.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
Name of Beneficial Owner
(1)
|
Amount, Nature and Percentage of Beneficial Ownership of Common Units
(2)
|
Amount, Nature and Percentage of Beneficial Ownership of Subordinated Units
(2)
|
Amount, Nature and Percentage of Beneficial Ownership of General Partner Units
(2)
|
Amount and Nature of Beneficial Ownership of Common Stock
(2)
|
|||||||
Delek Logistics Partners, LP
|
Delek US Holdings, Inc.
|
||||||||||
(#)
|
(%)
|
(#)
|
(%)
|
(#)
|
(%)
|
(#)
(3)
|
(%)
|
||||
Beneficial Owners of More Than 5% of Units:
|
|
|
|
|
|
|
|
|
|||
Delek US Holdings, Inc.
(4)
|
15,077,092
|
62.0
|
—
|
n/a
|
496,502
|
|
100.0
|
n/a
|
n/a
|
||
Advisory Research Inc.
(5)
|
1,643,562
|
6.8
|
—
|
n/a
|
—
|
n/a
|
n/a
|
n/a
|
|||
Directors, Director Nominees and NEOs:
|
|
|
|
|
|
|
|
|
|||
Ezra Uzi Yemin
(6)
|
226,278
|
|
*
|
—
|
n/a
|
—
|
n/a
|
512,569
|
*
|
||
Charles Brown
|
5,419
|
|
*
|
—
|
n/a
|
—
|
n/a
|
—
|
n/a
|
||
Mark B. Cox
|
27,364
|
|
*
|
—
|
n/a
|
—
|
n/a
|
39,000
|
*
|
||
Francis C. D'Andrea
|
632
|
|
*
|
—
|
n/a
|
—
|
n/a
|
—
|
n/a
|
||
Eric Gadd
|
3,494
|
|
*
|
—
|
n/a
|
—
|
n/a
|
—
|
n/a
|
||
Reuven Spiegel
|
1,744
|
|
*
|
—
|
n/a
|
—
|
n/a
|
—
|
n/a
|
||
Assaf Ginzburg
(7)
|
12,876
|
|
*
|
—
|
n/a
|
—
|
n/a
|
72,058
|
*
|
||
Frederec Green
|
61,286
|
|
*
|
—
|
n/a
|
—
|
n/a
|
167,559
|
|
*
|
|
Dan Gordon
|
1,027
|
|
*
|
—
|
n/a
|
—
|
n/a
|
23,031
|
*
|
||
Don Holmes
|
12,285
|
|
*
|
—
|
n/a
|
—
|
n/a
|
37,526
|
|
*
|
|
All directors, all director nominees, all NEOs and all executive officers as a group (12 persons)
(8)
|
352,405
|
1.5
|
|
|
|
|
851,743
|
1.4
|
*
|
Less than 1% of our issued and outstanding common units or issued and outstanding shares of Delek US Holdings, Inc. Common Stock, as applicable.
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners is 7102 Commerce Way, Brentwood, Tennessee 37027.
|
(2)
|
For purposes of this table, a person is deemed to have “beneficial ownership” of any securities when such person has the right to acquire them within 60 days after the Measurement Date. The percentage of our units beneficially owned is based on a total of 24,328,607 common units representing limited partner interests and
496,502
general partner units issued and outstanding on the Measurement Date. The percentage ownership of Delek US Holdings, Inc. Common Stock is based on a total of 61,970,962 shares issued and outstanding shares on the Measurement Date (excluding securities held by or for the account of the registrant or its subsidiaries). For purposes of computing the percentage of outstanding securities held by each person named above, any securities which such person has the right to acquire within 60 days after the Measurement Date are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
|
(3)
|
For non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, or 2016 Long-Term Incentive Plan, we report shares equal to the number of NQSOs or RSUs that are vested or that will vest within 60 days of the Measurement Date. For stock appreciation rights (“SARs”) under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, or 2016 Long-Term Incentive Plan, we report the shares that would be delivered upon exercise of SARs that are vested or that will vest within 60 days of the Measurement Date (which is calculated by multiplying the number of SARs by the difference between the $22.67 fair market value of Delek US Holdings, Inc. Common Stock on the Measurement Date and the exercise price divided by $22.67).
|
(4)
|
Subsidiaries of Delek US Holdings, Inc. hold the common units and general partner units. Lion Oil Company and Delek Marketing & Supply, LLC directly hold 12,611,465 and 2,465,627 common units, respectively. Delek Logistics GP, LLC directly holds all general partner units. Delek US Holdings, Inc. is the ultimate parent of each of these entities and may, therefore, be deemed to beneficially own the units held by each such entity. Delek US Holdings, Inc. files information with, or furnishes information to, the United States Securities and Exchange Commission (the "SEC") pursuant to the information requirements of the Securities Exchange Act of 1934, as amended.
|
(5)
|
According to a Schedule 13G/A filed with the SEC on February 13, 2017 by Advisory Research Inc. with an address of 180 North Stetson Avenue, Suite 5500, Chicago, Illinois 60601 and Piper Jaffray Companies with an address of 800 Nicollet Mall, Suite 800, Minneapolis, Minnesota 55402. The Schedule 13G/A reports that Advisory Research Inc. has sole voting power with respect to 1,639,937 of the reported units and sole dispositive power with respect to all of the reported units and Piper Jaffray Companies has shared voting power with respect to 1,639,937 of the reported units and shared dispositive power with respect to all of the reported units.
|
(6)
|
30,000 of our units and 106,802 shares of Delek US Holdings, Inc. Common Stock are held of record by Yemin Investments, L.P., a limited partnership of which Mr. Yemin is the sole general partner. Delek US Holdings, Inc. Common Stock includes 15,807 RSUs that will vest within 60 days of the Measurement Date.
|
(7)
|
Delek US Holdings, Inc. Common Stock includes 6,813 RSUs that will vest within 60 days of the Measurement Date.
|
(8)
|
Delek US Holdings, Inc. Common Stock includes 29,729 RSUs that will vest within 60 days of the Measurement Date.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security holders
|
536,694
|
N/A
|
133,121
|
Equity compensation plans not approved by security holders
|
—
|
N/A
|
—
|
TOTAL
|
536,694
|
N/A
|
133,121
|
(a)
|
The amounts in column (a) of this table reflect only phantom units that have been granted under the LTIP. No Awards (as defined under the LTIP) have been made other than the phantom units, each of which represent rights to receive (upon vesting and payout) one common unit in the Partnership or an amount of cash equal to the fair market value of such unit. These phantom units vest over one- to five-year service periods from the date of grant.
|
(b)
|
Column (b) of this table is not applicable because phantom units do not have an exercise price.
|
(c)
|
The
LTIP was adopted by the Delek Logistics GP, LLC in connection with the closing of our Offering and provides for the making of certain awards, including common units, restricted units, phantom units, unit appreciation rights and distribution equivalent rights. For information about the LTIP, which did not require approval by our limited partners, refer to Item 11 of this Annual Report on Form 10-K.
|
•
|
(i) the refined products terminal located at Delek's El Dorado, Arkansas refinery (the "El Dorado Refinery") and (ii) 158 storage tanks and certain ancillary assets at and adjacent to the El Dorado Refinery, on
February 10, 2014
;
|
•
|
two crude oil rail offloading racks, which are designed to receive up to 25,000 bpd of light crude oil or 12,000 bpd of heavy crude oil, or any combination of the two, delivered by rail to the El Dorado Refinery and related ancillary assets on March 31, 2015; and
|
•
|
a crude oil storage tank with approximately 350,000 barrels of shell capacity located adjacent to the Tyler Refinery and certain ancillary assets on March 31, 2015.
|
•
|
Delek, directly or indirectly, paid us approximately
$2.1 million
pursuant to the Memphis terminalling agreement and
$1.6 million
for terminalling services at our Nashville, Tennessee terminal;
|
•
|
Delek paid us approximately
$9.4 million
pursuant to the East Texas Crude Logistics System pipeline and tankage agreement;
|
•
|
Delek paid us approximately
$16.9 million
pursuant to the East Texas marketing agreement;
|
•
|
Delek paid us approximately
$3.6 million
pursuant to the amended and restated services agreement for the Big Sandy terminal and pipeline;
|
•
|
Delek paid us approximately $19.5 million pursuant to the Tyler Terminal and Tank Assets Throughput and Tankage Agreement;
|
•
|
Delek, directly or indirectly, paid us approximately
$1.6 million
pursuant to the North Little Rock terminalling services agreement;
|
•
|
Delek, directly or indirectly, paid us approximately
$19.0 million
pursuant to the El Dorado Terminal and Tank Assets Throughput and Tankage Agreement;
|
•
|
Delek paid us approximately
$2.4 million
related to revenue earned on our Greenville-Mount Pleasant Assets;
|
•
|
Delek paid us approximately
$11.1 million
related to revenue earned on trucking services;
|
•
|
Delek paid us approximately
$5.9 million
related to the El Dorado Rail Offloading Racks; and
|
•
|
Delek paid us approximately $2.2 million related to the Tyler Crude Tank.
|
•
|
an agreement whereby Delek will not compete with us under certain circumstances;
|
•
|
our right of first offer to acquire certain of Delek's logistics assets, including certain terminals, storage facilities and other related assets located at the Tyler and El Dorado Refineries and, under specified circumstances, logistics and marketing assets that Delek may acquire or construct in the future;
|
•
|
Delek's right of first refusal to purchase our assets that serve its refineries;
|
•
|
our obligation to pay an annual fee to Delek, currently in the amount of $3.4 million, for Delek's provision of centralized corporate services, including executive management services of Delek employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration;
|
•
|
Delek's reimbursement to us for certain operating expenses and certain maintenance capital expenditures and Delek's indemnification of us for certain matters, including environmental, title and tax matters;
|
•
|
reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for any operating expenses in excess of certain thresholds per year that we incur for inspections, maintenance and repairs to any of the storage tanks contributed to us by Delek that are necessary to comply with the DOT pipeline integrity rules and certain API storage tank standards; and
|
•
|
reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for all non-discretionary maintenance capital expenditures, other than those required to comply with applicable environmental laws and regulations, in excess of certain thresholds for such 12-month period and per year that we make with respect to the assets contributed to us by Delek for which we have not been reimbursed as described above.
|
1.
|
Financial Statements. The accompanying Index to Financial Statements and Schedule on page F-1 of this Annual Report on Form 10-K is provided in response to this item.
|
2.
|
List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or included within the Consolidated Financial Statements.
|
3.
|
Exhibits - See below.
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
Certificate of Limited Partnership of Delek Logistics Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 (File No. 333-182631) filed on July 12, 2012).
|
3.2
|
|
|
First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated November 7, 2012 (incorporated by reference to Exhibit 3.1 to the Partnership's Form 8-K filed on November 7, 2012).
|
3.3
|
|
|
Certificate of Formation of Delek Logistics GP, LLC (incorporated by reference to Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (File No. 333-182631) filed on July 12, 2012).
|
3.4
|
|
|
Third Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated as of December 10, 2013 (incorporated by reference to Exhibit 3.1 to the Partnership’s Form 8-K filed on December 13, 2013).
|
10.1
|
#
|
|
Second Amendment to Marketing Agreement, dated as of December 19, 2016, but effective as of October 1, 2016, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP.
|
10.2
|
|
|
First Amendment to Marketing Agreement, dated July, 26, 2013, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 3, 2016).
|
10.3
|
|
|
Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of July 22, 2016, but effective as of February 11, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on August 5, 2016).
|
10.4
|
*
|
|
General Terms and Conditions for Phantom Unit Awards under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 5, 2016).
|
10.5
|
|
|
Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.6
|
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 10-Q filed on August 6, 2015).
|
10.7
|
|
|
Second Amended and Restated Credit Agreement, dated as of December 30, 2014, by and among Delek Logistics Partners, LP, Delek Logistics Operating, LLC, Delek Marketing GP, LLC, Delek Marketing & Supply, LP, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, SALA Gathering Systems, LLC, Paline Pipeline Company, LLC, DKL Transportation, LLC and Fifth Third Bank, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on January 6, 2015).
|
10.8
|
|
|
Contribution, Conveyance and Assumption Agreement, dated November 7, 2012, by and among Delek Logistics Partners, LP, Delek Logistics GP, LLC, Delek Logistics Operating, LLC, Delek Crude Logistics, LLC, Delek US Holdings, Inc., Delek Marketing & Supply, LLC, Delek Marketing and Supply, LP, Lion Oil Company and Delek Logistics Services Company (incorporated by reference to Exhibit 10.4 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.9
|
*
|
|
Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.10
|
|
|
Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on August 6, 2015).
|
10.11
|
++
|
|
Marketing Agreement, dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.6 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.12
|
|
|
Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.7 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.13
|
|
|
Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated July 25, 2013, by and between Delek Refining, Ltd. and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K/A filed on July 31, 2013).
|
10.14
|
|
|
Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.9 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.15
|
*
|
|
Form of Director Phantom Unit Award (incorporated by reference to Exhibit 10.6 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012).
|
10.16
|
*
|
|
Form of Employee Phantom Unit Award (incorporated by reference to Exhibit 10.7 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012).
|
10.17
|
*
|
|
Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.13 to the Partnership's Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 24, 2012).
|
10.18
|
|
|
Asset Purchase Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on August 1, 2013).
|
10.19
|
|
|
Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on August 1, 2013).
|
10.20
|
|
|
Amended and Restated Site Services Agreement (Tyler Terminal and Tankage), dated March 31, 2015, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.21
|
|
|
Asset Purchase Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on February 14, 2014).
|
10.22
|
|
|
Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and among Lion Oil Company and Delek Logistics Operating, LLC, and for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on February 14, 2014).
|
10.23
|
|
|
Amended and Restated Site Services Agreement (El Dorado Terminal and Tankage), dated as of March 31, 2015, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.5 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.24
|
|
|
Asset Purchase Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC, Delek US Holdings, Inc. and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.25
|
|
|
Throughput Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.26
|
++
|
|
First Amended and Restated Limited Liability Company Agreement of Rangeland Rio Pipeline, LLC, dated March 20, 2015, by and between Rangeland Energy II, LLC and DKL RIO, LLC (incorporated by reference to Exhibit 10.6 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.27
|
++
|
|
Amended and Restated Limited Liability Company Agreement of Caddo Pipeline LLC, dated March 20, 2015, by and between Plains Pipeline, L.P. and DKL Caddo, LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
21.1
|
#
|
|
Subsidiaries of Registrant.
|
23.1
|
#
|
|
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
|
24.1
|
#
|
|
Power of Attorney.
|
31.1
|
#
|
|
Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
31.2
|
#
|
|
Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
32.1
|
#
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
#
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
^
|
|
The following materials from Delek Logistics Partners, LP Annual Report on Form 10-K for the annual period ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and 2015; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (v) Notes to Consolidated Financial Statements.
|
|
|
|
|
*
|
|
|
Management contract or compensatory plan or arrangement.
|
#
|
|
|
Filed herewith.
|
++
|
|
|
Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
^
|
|
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
Audited Financial Statements:
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
59
|
|
|
$
|
—
|
|
Accounts receivable
|
|
19,202
|
|
|
35,049
|
|
||
Accounts receivable from related parties
|
|
2,834
|
|
|
—
|
|
||
Inventory
|
|
8,875
|
|
|
10,451
|
|
||
Other current assets
|
|
1,071
|
|
|
1,540
|
|
||
Total current assets
|
|
32,041
|
|
|
47,040
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Property, plant and equipment
|
|
342,407
|
|
|
325,647
|
|
||
Less: accumulated depreciation
|
|
(91,378
|
)
|
|
(71,799
|
)
|
||
Property, plant and equipment, net
|
|
251,029
|
|
|
253,848
|
|
||
Equity method investments
|
|
101,080
|
|
|
40,678
|
|
||
Goodwill
|
|
12,203
|
|
|
12,203
|
|
||
Intangible assets, net
|
|
14,420
|
|
|
15,482
|
|
||
Other non-current assets
|
|
4,774
|
|
|
6,037
|
|
||
Total assets
|
|
$
|
415,547
|
|
|
$
|
375,288
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
10,853
|
|
|
$
|
6,850
|
|
Accounts payable to related parties
|
|
—
|
|
|
3,992
|
|
||
Excise and other taxes payable
|
|
4,841
|
|
|
4,871
|
|
||
Tank inspection liabilities
|
|
1,013
|
|
|
1,890
|
|
||
Pipeline release liabilities
|
|
1,097
|
|
|
1,393
|
|
||
Accrued expenses and other current liabilities
|
|
2,925
|
|
|
1,694
|
|
||
Total current liabilities
|
|
20,729
|
|
|
20,690
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Revolving credit facility
|
|
392,600
|
|
|
351,600
|
|
||
Asset retirement obligations
|
|
3,772
|
|
|
3,506
|
|
||
Other non-current liabilities
|
|
11,730
|
|
|
10,510
|
|
||
Total non-current liabilities
|
|
408,102
|
|
|
365,616
|
|
||
Deficit:
|
|
|
|
|
||||
Common unitholders - public; 9,263,415 units issued and outstanding at December 31, 2016 (9,478,273 at December 31, 2015)
|
|
188,013
|
|
|
198,401
|
|
||
Common unitholders - Delek; 15,065,192 units issued and outstanding at December 31, 2016 (2,799,258 at December 31, 2015)
|
|
(195,076
|
)
|
|
(280,828
|
)
|
||
Subordinated unitholders - Delek; 0 units issued and outstanding at December 31, 2016 (11,999,258 at December 31, 2015)
|
|
—
|
|
|
78,601
|
|
||
General partner - 496,502 units issued and outstanding at December 31, 2016 (495,445 at December 31, 2015)
|
|
(6,221
|
)
|
|
(7,192
|
)
|
||
Total deficit
|
|
(13,284
|
)
|
|
(11,018
|
)
|
||
Total liabilities and deficit
|
|
$
|
415,547
|
|
|
$
|
375,288
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Affiliate
(1)
|
|
$
|
149,564
|
|
|
$
|
152,564
|
|
|
$
|
114,583
|
|
Third party
|
|
298,495
|
|
|
437,105
|
|
|
726,670
|
|
|||
Net sales
|
|
448,059
|
|
|
589,669
|
|
|
841,253
|
|
|||
|
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
302,158
|
|
|
436,304
|
|
|
697,221
|
|
|||
Operating expenses
|
|
37,198
|
|
|
44,923
|
|
|
39,465
|
|
|||
General and administrative expenses
|
|
10,256
|
|
|
11,384
|
|
|
10,616
|
|
|||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
|
15,022
|
|
|||
(Gain) loss on asset disposals
|
|
(16
|
)
|
|
104
|
|
|
83
|
|
|||
Total operating costs and expenses
|
|
370,409
|
|
|
512,407
|
|
|
762,407
|
|
|||
Operating income
|
|
77,650
|
|
|
77,262
|
|
|
78,846
|
|
|||
Interest expense, net
|
|
13,587
|
|
|
10,658
|
|
|
8,656
|
|
|||
Loss on equity method investments
|
|
1,178
|
|
|
588
|
|
|
—
|
|
|||
Total non-operating expenses
|
|
14,765
|
|
|
11,246
|
|
|
8,656
|
|
|||
Income before income tax expense (benefit)
|
|
62,885
|
|
|
66,016
|
|
|
70,190
|
|
|||
Income tax expense (benefit)
|
|
81
|
|
|
(195
|
)
|
|
132
|
|
|||
Net income
|
|
62,804
|
|
|
66,211
|
|
|
70,058
|
|
|||
Less: loss attributable to the Logistics Assets Predecessor
|
|
—
|
|
|
(637
|
)
|
|
(1,939
|
)
|
|||
Net income attributable to partners
|
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
|
Comprehensive income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
|
|
|
|
|
|
|
||||||
Less: General partner's interest in net income, including incentive distribution rights
|
|
12,193
|
|
|
5,163
|
|
|
2,366
|
|
|||
Limited partners' interest in net income
|
|
$
|
50,611
|
|
|
$
|
61,685
|
|
|
$
|
69,631
|
|
|
|
|
|
|
|
|
||||||
Net income per limited partner unit
(2)
:
|
|
|
|
|
|
|
||||||
Common units - (basic)
|
|
$
|
2.08
|
|
|
$
|
2.55
|
|
|
$
|
2.88
|
|
Common units - (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.52
|
|
|
$
|
2.85
|
|
Subordinated units - Delek (basic and diluted)
|
|
$
|
2.19
|
|
|
$
|
2.54
|
|
|
$
|
2.88
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding
(2)
:
|
|
|
|
|
|
|
||||||
Common units - (basic)
|
|
22,490,264
|
|
|
12,237,154
|
|
|
12,171,548
|
|
|||
Common units - (diluted)
|
|
22,558,717
|
|
|
12,356,914
|
|
|
12,302,629
|
|
|||
Subordinated units - Delek (basic and diluted)
|
|
1,803,167
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|||
|
|
|
|
|
|
|
||||||
Cash distributions per limited partner unit
|
|
$
|
2.575
|
|
|
$
|
2.240
|
|
|
$
|
1.900
|
|
|
|
|
|
Partnership
|
|
|
||||||||||||||||||
|
|
Equity of Predecessors
|
|
Common - Public
|
|
Common - Delek
|
|
Subordinated - Delek
|
|
General Partner - Delek
|
|
Total
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
Balance at December 31, 2013
|
$
|
43,167
|
|
|
$
|
183,839
|
|
|
$
|
(176,680
|
)
|
|
$
|
59,386
|
|
|
$
|
(4,504
|
)
|
|
$
|
105,208
|
|
|
Sponsor contributions of equity to the Predecessor
|
3,722
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,722
|
|
|||||||
Loss attributable to Predecessor
|
(1,939
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|||||||
Allocation of net assets acquired by the unitholders
|
(25,224
|
)
|
|
—
|
|
|
24,720
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|||||||
Cash distributions
(1)
|
—
|
|
|
(17,099
|
)
|
|
(99,035
|
)
|
|
(21,658
|
)
|
|
(3,300
|
)
|
|
(141,092
|
)
|
|||||||
Sponsorship contribution of fixed assets
|
—
|
|
|
—
|
|
|
1,534
|
|
|
—
|
|
|
32
|
|
|
1,566
|
|
|||||||
Net income attributable to partners
|
—
|
|
|
27,386
|
|
|
8,166
|
|
|
35,005
|
|
|
1,440
|
|
|
71,997
|
|
|||||||
Unit-based compensation
|
—
|
|
|
611
|
|
|
183
|
|
|
782
|
|
|
(1,302
|
)
|
|
274
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|||||||
Balance at December 31, 2014
|
19,726
|
|
|
194,737
|
|
|
(241,112
|
)
|
|
73,515
|
|
|
(7,085
|
)
|
|
39,781
|
|
|||||||
Sponsor contributions of equity to the Predecessor
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||||
Loss attributable to Predecessor
|
(637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|||||||
Allocation of net assets acquired by the unitholders
|
(19,204
|
)
|
|
—
|
|
|
18,820
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|||||||
Cash distributions
(2)
|
—
|
|
|
(20,755
|
)
|
|
(66,698
|
)
|
|
(25,919
|
)
|
|
(5,156
|
)
|
|
(118,528
|
)
|
|||||||
Sponsorship contribution of fixed assets
|
—
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
11
|
|
|
584
|
|
|||||||
Net income attributable to partners
|
—
|
|
|
24,039
|
|
|
7,121
|
|
|
30,525
|
|
|
5,163
|
|
|
66,848
|
|
|||||||
Unit-based compensation
|
—
|
|
|
740
|
|
|
219
|
|
|
940
|
|
|
(1,493
|
)
|
|
406
|
|
|||||||
Other
|
—
|
|
|
(360
|
)
|
|
249
|
|
|
(460
|
)
|
|
984
|
|
|
413
|
|
|||||||
Balance at December 31, 2015
|
—
|
|
|
198,401
|
|
|
(280,828
|
)
|
|
78,601
|
|
|
(7,192
|
)
|
|
(11,018
|
)
|
|||||||
Cash distributions
(3)
|
—
|
|
|
(23,847
|
)
|
|
(25,271
|
)
|
|
(11,503
|
)
|
|
(10,244
|
)
|
|
(70,865
|
)
|
|||||||
Sponsor contribution of fixed assets
|
—
|
|
|
—
|
|
|
5,063
|
|
|
—
|
|
|
104
|
|
|
5,167
|
|
|||||||
Net income attributable to partners
|
—
|
|
|
19,667
|
|
|
27,002
|
|
|
3,942
|
|
|
12,193
|
|
|
62,804
|
|
|||||||
Unit-based compensation
|
—
|
|
|
664
|
|
|
1,046
|
|
|
—
|
|
|
(1,111
|
)
|
|
599
|
|
|||||||
Subordinated unit conversion
|
—
|
|
|
—
|
|
|
71,040
|
|
|
(71,040
|
)
|
|
—
|
|
|
—
|
|
|||||||
Delek unit repurchases from public
|
—
|
|
|
(6,872
|
)
|
|
6,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
188,013
|
|
|
$
|
(195,076
|
)
|
|
$
|
—
|
|
|
$
|
(6,221
|
)
|
|
$
|
(13,284
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
62,804
|
|
|
$
|
66,211
|
|
|
$
|
70,058
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
|
15,022
|
|
|||
Amortization of unfavorable contract liability to revenue
|
|
—
|
|
|
—
|
|
|
(2,670
|
)
|
|||
Amortization of deferred revenue
|
|
(1,085
|
)
|
|
(596
|
)
|
|
(307
|
)
|
|||
Amortization of deferred financing costs
|
|
1,460
|
|
|
1,460
|
|
|
1,267
|
|
|||
Accretion of asset retirement obligations
|
|
266
|
|
|
251
|
|
|
232
|
|
|||
(Gain) loss on asset disposals
|
|
(16
|
)
|
|
104
|
|
|
83
|
|
|||
Deferred income taxes
|
|
(173
|
)
|
|
14
|
|
|
(109
|
)
|
|||
Loss on equity method investments
|
|
1,178
|
|
|
588
|
|
|
—
|
|
|||
Unit-based compensation expense
|
|
599
|
|
|
406
|
|
|
274
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
15,847
|
|
|
(7,197
|
)
|
|
2,892
|
|
|||
Inventories and other current assets
|
|
2,045
|
|
|
(907
|
)
|
|
7,894
|
|
|||
Accounts payable and other current liabilities
|
|
3,551
|
|
|
(13,734
|
)
|
|
(7,117
|
)
|
|||
Accounts receivable/payable to related parties
|
|
(6,983
|
)
|
|
1,737
|
|
|
(885
|
)
|
|||
Non-current assets and liabilities, net
|
|
401
|
|
|
(5
|
)
|
|
(1,550
|
)
|
|||
Net cash provided by operating activities
|
|
100,707
|
|
|
68,024
|
|
|
85,084
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Business combinations
|
|
—
|
|
|
(400
|
)
|
|
(22,650
|
)
|
|||
Purchases of property, plant and equipment
|
|
(11,287
|
)
|
|
(19,956
|
)
|
|
(9,012
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
|
175
|
|
|
1,198
|
|
|
—
|
|
|||
Equity method investments
|
|
(61,580
|
)
|
|
(37,434
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(72,692
|
)
|
|
(56,592
|
)
|
|
(31,662
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of additional units to maintain 2% General Partner interest
|
|
29
|
|
|
50
|
|
|
45
|
|
|||
Distributions to general partner
|
|
(10,244
|
)
|
|
(3,918
|
)
|
|
(1,382
|
)
|
|||
Distributions to common unitholders - public
|
|
(23,847
|
)
|
|
(20,755
|
)
|
|
(17,099
|
)
|
|||
Distributions to common unitholders - Delek
|
|
(25,271
|
)
|
|
(6,046
|
)
|
|
(5,053
|
)
|
|||
Distributions to subordinated unitholders - Delek
|
|
(11,503
|
)
|
|
(25,919
|
)
|
|
(21,658
|
)
|
|||
Distributions to Delek for acquisitions
|
|
—
|
|
|
(61,890
|
)
|
|
(95,900
|
)
|
|||
Proceeds from revolving credit facility
|
|
314,750
|
|
|
396,400
|
|
|
499,750
|
|
|||
Payments of revolving credit facility
|
|
(273,750
|
)
|
|
(296,550
|
)
|
|
(412,800
|
)
|
|||
Deferred financing costs paid
|
|
—
|
|
|
—
|
|
|
(3,688
|
)
|
|||
Predecessor division equity contribution
|
|
—
|
|
|
115
|
|
|
3,722
|
|
|||
Reimbursement of capital expenditures by Delek
|
|
1,880
|
|
|
5,220
|
|
|
1,578
|
|
|||
Net cash used in financing activities
|
|
(27,956
|
)
|
|
(13,293
|
)
|
|
(52,485
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
59
|
|
|
(1,861
|
)
|
|
937
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
—
|
|
|
1,861
|
|
|
924
|
|
|||
Cash and cash equivalents at the end of the period
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
1,861
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
12,206
|
|
|
$
|
9,009
|
|
|
$
|
7,661
|
|
Income taxes
|
|
$
|
224
|
|
|
$
|
4
|
|
|
$
|
18
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
|
|
||||
Equity method investments
|
|
$
|
—
|
|
|
$
|
3,832
|
|
|
$
|
—
|
|
Increases in accrued capital expenditures
|
|
$
|
480
|
|
|
$
|
2,471
|
|
|
$
|
156
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Sponsor contribution of fixed assets
|
|
$
|
5,167
|
|
|
$
|
584
|
|
|
$
|
1,566
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
3,506
|
|
|
$
|
3,319
|
|
Liabilities settled
|
|
—
|
|
|
(64
|
)
|
||
Accretion expense
|
|
266
|
|
|
251
|
|
||
Ending balance
|
|
$
|
3,772
|
|
|
$
|
3,506
|
|
•
|
the El Dorado Assets effective
March 31, 2015
for approximately
$42.5 million
in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility;
|
•
|
the Tyler Assets effective
March 31, 2015
for approximately
$19.4 million
in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility; and
|
•
|
the El Dorado Terminal and Tank Assets effective
February 10, 2014
for
$95.9 million
in cash financed with borrowings under the Partnership's amended and restated senior secured revolving credit facility.
|
•
|
On
December 17, 2014
, we acquired substantially all of the assets of Frank Thompson Transport, Inc. ("FTT"), a company that primarily hauled crude oil and asphalt products by transport truck, including
123
trucks and
205
trailers (the "FTT Assets").
|
•
|
On
October 1, 2014
, we acquired from an affiliate of Magellan Midstream Partners, LP (i) a light products terminal in Mount Pleasant, Texas consisting of approximately
200,000
barrels of light product storage capacity, three truck loading lanes and ethanol blending capability (the "Mount Pleasant Terminal"), (ii) a light products storage facility in Greenville, Texas with approximately
325,000
barrels of storage capacity and a connection to the Explorer Pipeline System, a common carrier pipeline owned by a third party (the "Greenville Storage Facility"), and (iii) a 76-mile pipeline connecting the locations (the "Greenville-Mount Pleasant Pipeline"). The Mount Pleasant Terminal, the Greenville Storage Facility and the Greenville-Mount Pleasant Pipeline are hereinafter collectively referred to as the "Greenville-Mount Pleasant Assets."
|
|
FTT Assets
|
|
Greenville-Mount Pleasant Assets
|
||||
Property, plant and equipment
|
$
|
10,790
|
|
|
$
|
4,829
|
|
Intangible assets
|
—
|
|
|
5,171
|
|
||
Goodwill
(1)
|
549
|
|
|
—
|
|
||
Inventory
|
—
|
|
|
1,125
|
|
||
Accounts Receivable
|
1,767
|
|
|
—
|
|
||
Accounts Payable
|
(1,181
|
)
|
|
—
|
|
||
Total purchase price
|
$
|
11,925
|
|
|
$
|
11,125
|
|
|
|
Year Ended December 31, 2014
|
||||||
|
|
As Reported
|
|
Pro Forma
|
||||
FTT Assets:
|
|
|
|
|
||||
Net Sales
|
|
$
|
841,253
|
|
|
$
|
854,842
|
|
Net income
|
|
$
|
70,058
|
|
|
$
|
70,824
|
|
Greenville-Mount Pleasant Assets:
|
|
|
|
|
||||
Net Sales
|
|
$
|
841,253
|
|
|
$
|
841,943
|
|
Net income
|
|
$
|
70,058
|
|
|
$
|
69,621
|
|
Asset/Operation
|
|
Initiation Date
|
|
Initial/Maximum Term (years)
(1)
|
Service
|
|
Minimum Throughput Commitment (bpd)
|
|
Fee (/bbl)
|
||
Lion Pipeline System and SALA Gathering System:
|
|
|
|
|
|
|
|
|
|
||
Crude Oil Pipelines (non-gathered)
|
|
November 2012
|
|
5 / 15
|
Crude oil and refined products transportation
|
|
46,000
(2)
|
|
$ 0 .95
(3)
|
|
|
Refined Products Pipelines
|
|
November 2012
|
|
5 / 15
|
|
|
40,000
|
|
$
|
0.11
|
|
SALA Gathering System
|
|
November 2012
|
|
5 / 15
|
Crude oil gathering
|
|
14,000
|
|
$ 2.55
(3)
|
|
|
East Texas Crude Logistics System:
|
|
|
|
|
|
|
|
|
|
||
Crude Oil Pipelines
|
|
November 2012
|
|
5 / 15
|
Crude oil transportation and storage
|
|
35,000
|
|
$ 0.45
(4)
|
|
|
Storage
|
|
November 2012
|
|
5 / 15
|
|
|
N/A
|
|
$ 278,370/month
|
||
East Texas Marketing
|
|
November 2012
|
|
10
(5)
|
Marketing products for Tyler Refinery
|
|
50,000
|
|
$ 0.764
(5)
|
|
|
Big Sandy Terminal:
(6)
|
|
|
|
|
|
|
|
|
|
||
Refined Products Transportation
|
|
November 2012
|
|
5 / 15
|
Refined products transportation, dedicated terminalling services and storage for the Tyler Refinery
|
|
5,000
|
|
$
|
0.56
|
|
Terminalling
|
|
November 2012
|
|
5 / 15
|
|
|
5,000
|
|
$
|
0.56
|
|
Storage
|
|
November 2012
|
|
5 / 15
|
|
|
N/A
|
|
$ 55,625/month
|
||
Tyler Throughput and Tankage:
|
|
|
|
|
|
|
|
|
|
||
Refined Products Throughput
|
|
July 2013
|
|
8 / 16
|
Dedicated Terminalling and storage
|
|
50,000
|
|
$
|
0.35
|
|
Storage
|
|
July 2013
|
|
8 / 16
|
|
|
N/A
|
|
$ 829,823/month
|
||
Memphis Pipeline
|
|
October 2013
|
|
5
|
Refined Products Transportation
|
|
10,959
|
|
$
|
1.35
|
|
El Dorado Throughput and Tankage:
|
|
|
|
|
|
|
|
|
|
||
Refined Products Throughput
|
|
February 2014
|
|
8 / 16
|
Dedicated terminalling and storage
|
|
11,000
|
|
$
|
0.50
|
|
Storage
|
|
February 2014
|
|
8 / 16
|
|
|
N/A
|
|
$1,299,000/month
|
||
El Dorado Assets Throughput:
|
|
|
|
|
|
|
|
|
|
||
Light Crude Throughput
|
|
March 2015
|
|
9/15
|
Dedicated Offloading Services
|
|
N/A
(7)
|
|
$ 1.00
|
||
Heavy Crude Throughput
|
|
March 2015
|
|
9/15
|
Dedicated Offloading Services
|
|
N/A
(7)
|
|
$ 2.25
|
(1)
|
Maximum term gives effect to the extension of the commercial agreement pursuant to the terms thereof.
|
(2)
|
Excludes volumes gathered on the SALA Gathering System.
|
(3)
|
Volumes gathered on the SALA Gathering System will not be subject to an additional fee for transportation on our Lion Pipeline System to the El Dorado Refinery.
|
(4)
|
For any volumes in excess of
50,000
bpd, the throughput fee will be
$0.682
/bbl.
|
(5)
|
For any volumes in excess of 50,000 bpd, the throughput fee will be $0.725/bbl. Following the primary term, the marketing agreement automatically renews for successive one-year terms, unless either party provides notice of non-renewal 10 months prior to the expiration of the then-current term. The initial primary term for the marketing agreement has been extended through 2026.
|
(6)
|
On July 19, 2013, we acquired the Hopewell Pipeline in order to effectively connect it with the Big Sandy Pipeline and thereby return the Big Sandy Terminal to operation. In connection with the acquisition, on July 25, 2013, we and Delek entered into the Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), which amended and restated the terminalling services agreement for the Big Sandy Terminal originally entered into in November 2012.
|
(7)
|
The throughput agreement provides for a minimum throughput fee of
$1.5 million
per quarter for throughput of a combination of light and heavy crude.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
149,564
|
|
|
$
|
152,564
|
|
|
$
|
114,583
|
|
Cost of Goods Sold
|
|
$
|
32,514
|
|
|
$
|
105,461
|
|
|
$
|
56,045
|
|
Operating and maintenance expenses
(1)
|
|
$
|
27,668
|
|
|
$
|
31,636
|
|
|
$
|
20,889
|
|
General and administrative expenses
(2)
|
|
$
|
6,254
|
|
|
$
|
6,356
|
|
|
$
|
5,799
|
|
(1)
|
Operating and maintenance expenses include costs allocated to our Predecessors for operating support provided by Delek, including certain labor related costs, property and liability insurance costs and certain other operating expenses. With respect to the El Dorado Predecessor, the costs that were allocated to us by Delek were
$0.4 million
for the year ended
December 31, 2014
. With respect to the Logistics Assets, the costs that were allocated to us by Delek were
$0.2 million
and
$0.7 million
for the years ended
December 31, 2015
and
2014
, respectively.
|
(2)
|
No general and administrative expenses were allocated to the Logistics Assets Predecessor by Delek for the years ended
December 31, 2015
and
2014
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
Less: General partner's distribution (including IDRs)
(1)
|
|
12,437
|
|
|
5,013
|
|
|
1,883
|
|
|||
Less: Limited partners' distribution
|
|
58,158
|
|
|
27,439
|
|
|
23,152
|
|
|||
Less: Subordinated partner's distribution
|
|
4,424
|
|
|
26,878
|
|
|
22,799
|
|
|||
(Distributions) earnings excess
|
|
$
|
(12,215
|
)
|
|
$
|
7,518
|
|
|
$
|
24,163
|
|
|
|
|
|
|
|
|
||||||
General partner's earnings:
|
|
|
|
|
|
|
||||||
Distributions (including IDRs)
(1)
|
|
$
|
12,437
|
|
|
$
|
5,013
|
|
|
$
|
1,883
|
|
Allocation of (distributions) earnings excess
|
|
(244
|
)
|
|
150
|
|
|
483
|
|
|||
Total general partner's earnings
|
|
$
|
12,193
|
|
|
$
|
5,163
|
|
|
$
|
2,366
|
|
|
|
|
|
|
|
|
||||||
Limited partners' earnings on common units:
|
|
|
|
|
|
|
||||||
Distributions
|
|
$
|
58,158
|
|
|
$
|
27,439
|
|
|
$
|
23,152
|
|
Allocation of (distributions) earnings excess
|
|
(11,489
|
)
|
|
3,721
|
|
|
11,933
|
|
|||
Total limited partners' earnings on common units
|
|
$
|
46,669
|
|
|
$
|
31,160
|
|
|
$
|
35,085
|
|
|
|
|
|
|
|
|
||||||
Limited partners' earnings on subordinated units:
|
|
|
|
|
|
|
||||||
Distributions
|
|
$
|
4,424
|
|
|
$
|
26,878
|
|
|
$
|
22,799
|
|
Allocation of (distributions) earnings excess
|
|
(482
|
)
|
|
3,647
|
|
|
11,747
|
|
|||
Total limited partner's earnings on subordinated units
|
|
$
|
3,942
|
|
|
$
|
30,525
|
|
|
$
|
34,546
|
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding
(3)
:
|
|
|
|
|
|
|
||||||
Common units - (basic)
|
|
22,490,264
|
|
|
12,237,154
|
|
|
12,171,548
|
|
|||
Common units - (diluted)
|
|
22,558,717
|
|
|
12,356,914
|
|
|
12,302,629
|
|
|||
Subordinated units - Delek (basic and diluted)
(2)
|
|
1,803,167
|
|
|
11,999,258
|
|
|
11,999,258
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per limited partner unit
(3)
:
|
|
|
|
|
|
|
||||||
Common - (basic)
|
|
$
|
2.08
|
|
|
$
|
2.55
|
|
|
$
|
2.88
|
|
Common - (diluted)
|
|
$
|
2.07
|
|
|
$
|
2.52
|
|
|
$
|
2.85
|
|
Subordinated - (basic and diluted)
|
|
$
|
2.19
|
|
|
$
|
2.54
|
|
|
$
|
2.88
|
|
(1)
|
General partner distributions (including IDRs) consist of the
2%
general partner interest and IDRs, which represent the right of the general partner to receive increasing percentages of quarterly distributions of available cash from operating surplus in excess of
$0.43125
per unit per quarter. See
Note 12
for further discussion related to IDRs.
|
(2)
|
On February 25, 2016, each of the Partnership's
11,999,258
outstanding subordinated units converted into common units and began participating pro rata with the other common units in distributions of available cash. Distributions and the Partnership's net income were allocated to the subordinated units through February 24, 2016.
|
(3)
|
We base our calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. The weighted-average number of common and subordinated units reflects the conversion of the subordinated units to common units on February 25, 2016.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Land and land improvements
|
|
$
|
4,435
|
|
|
$
|
4,253
|
|
Building and building improvements
|
|
2,236
|
|
|
1,886
|
|
||
Pipelines, tanks and terminals
|
|
305,302
|
|
|
299,101
|
|
||
Asset retirement obligation assets
|
|
2,073
|
|
|
2,073
|
|
||
Other equipment
|
|
12,925
|
|
|
4,270
|
|
||
Construction in process
|
|
15,436
|
|
|
14,064
|
|
||
|
|
342,407
|
|
|
325,647
|
|
||
Less: accumulated depreciation
|
|
(91,378
|
)
|
|
(71,799
|
)
|
||
|
|
$
|
251,029
|
|
|
$
|
253,848
|
|
|
|
As of and For the Year Ended December 31, 2016
|
||||||||||
|
|
Pipelines and Transportation
|
|
Wholesale Marketing and Terminalling
|
|
Consolidated
|
||||||
Property, plant and equipment
|
|
$
|
279,155
|
|
|
$
|
63,252
|
|
|
$
|
342,407
|
|
Less: accumulated depreciation
|
|
(67,032
|
)
|
|
(24,346
|
)
|
|
(91,378
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
212,123
|
|
|
$
|
38,906
|
|
|
$
|
251,029
|
|
Depreciation expense
|
|
$
|
16,133
|
|
|
$
|
3,617
|
|
|
$
|
19,750
|
|
|
|
As of and For the Year Ended December 31, 2015
|
||||||||||
|
|
Pipelines and Transportation
|
|
Wholesale Marketing and Terminalling
|
|
Consolidated
|
||||||
Property, plant and equipment
|
|
$
|
266,169
|
|
|
$
|
59,478
|
|
|
$
|
325,647
|
|
Less: Accumulated depreciation
|
|
(50,542
|
)
|
|
(21,257
|
)
|
|
(71,799
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
215,627
|
|
|
$
|
38,221
|
|
|
$
|
253,848
|
|
Depreciation expense
|
|
$
|
15,011
|
|
|
$
|
3,618
|
|
|
$
|
18,629
|
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
|
Accumulated
|
|
|
||||||
As of December 31, 2016
|
|
Life
|
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Supply contract
|
|
11.5
|
|
$
|
12,227
|
|
|
$
|
(11,075
|
)
|
|
$
|
1,152
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Rights-of-way assets
|
|
Indefinite
|
|
13,268
|
|
|
|
|
13,268
|
|
||||
Total
|
|
|
|
$
|
25,495
|
|
|
$
|
(11,075
|
)
|
|
$
|
14,420
|
|
|
|
Useful
|
|
|
|
Accumulated
|
|
|
||||||
As of December 31, 2015
|
|
Life
|
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Supply contract
|
|
11.5
|
|
$
|
12,227
|
|
|
$
|
(10,012
|
)
|
|
$
|
2,215
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
||||||
Rights-of-way assets
|
|
Indefinite
|
|
13,267
|
|
|
|
|
13,267
|
|
||||
Total
|
|
|
|
$
|
25,494
|
|
|
$
|
(10,012
|
)
|
|
$
|
15,482
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Second Amended and Restated Credit Agreement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,600
|
|
|
|
Common - Public
|
|
Common - Delek
|
|
Subordinated
|
|
General Partner
|
|
Total
|
|||||
Balance at December 31, 2013
|
|
9,353,240
|
|
|
2,799,258
|
|
|
11,999,258
|
|
|
492,893
|
|
|
24,644,649
|
|
GP units issued to maintain 2% interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
1,304
|
|
Unit-based compensation awards
(1)
|
|
63,949
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,949
|
|
Balance at December 31, 2014
|
|
9,417,189
|
|
|
2,799,258
|
|
|
11,999,258
|
|
|
494,197
|
|
|
24,709,902
|
|
GP units issued to maintain 2% interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
1,248
|
|
Unit-based compensation awards
(1)
|
|
61,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,084
|
|
Balance at December 31, 2015
|
|
9,478,273
|
|
|
2,799,258
|
|
|
11,999,258
|
|
|
495,445
|
|
|
24,772,234
|
|
GP units issued to maintain 2% interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,057
|
|
|
1,057
|
|
Unit-based compensation awards
(1)
|
|
51,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,818
|
|
Delek unit repurchases from public
|
|
(266,676
|
)
|
|
266,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Subordinated unit conversion
|
|
—
|
|
|
11,999,258
|
|
|
(11,999,258
|
)
|
|
—
|
|
|
—
|
|
Balance at December 31, 2016
|
|
9,263,415
|
|
|
15,065,192
|
|
|
—
|
|
|
496,502
|
|
|
24,825,109
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to partners
|
|
$
|
62,804
|
|
|
$
|
66,848
|
|
|
$
|
71,997
|
|
Less: General partner's IDRs
|
|
(11,160
|
)
|
|
(3,904
|
)
|
|
(945
|
)
|
|||
Net income available to partners
|
|
$
|
51,644
|
|
|
$
|
62,944
|
|
|
$
|
71,052
|
|
General partner's ownership interest
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|||
General partner's allocated interest in net income
|
|
1,033
|
|
|
1,259
|
|
|
1,421
|
|
|||
General partner's IDRs
|
|
11,160
|
|
|
3,904
|
|
|
945
|
|
|||
Total general partner's interest in net income
|
|
$
|
12,193
|
|
|
$
|
5,163
|
|
|
$
|
2,366
|
|
|
|
|
Target Quarterly Distribution per Unit
|
|
Marginal Percentage Interest in Distributions
|
||||||
|
|
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
||||
Minimum Quarterly Distribution
|
|
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
First Target Distribution
|
|
above
|
$
|
0.37500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
|
|
up to
|
$
|
0.43125
|
|
|
|
|
|
||
Second Target Distribution
|
|
above
|
$
|
0.43125
|
|
|
85.0
|
%
|
|
15.0
|
%
|
|
|
up to
|
$
|
0.46875
|
|
|
|
|
|
||
Third Target Distribution
|
|
above
|
$
|
0.46875
|
|
|
75.0
|
%
|
|
25.0
|
%
|
|
|
up to
|
$
|
0.56250
|
|
|
|
|
|
||
Thereafter
|
|
thereafter
|
$
|
0.56250
|
|
|
50.0
|
%
|
|
50.0
|
%
|
Quarter Ended
|
|
Total Quarterly Distribution Per Limited Partner Unit
|
|
Total Quarterly Distribution Per Limited Partner Unit, Annualized
|
|
Total Cash Distribution, including general partner interest and IDRs (in thousands)
|
|
Date of Distribution
|
|
Unitholders Record Date
|
||||||
December 31, 2014
|
|
$
|
0.510
|
|
|
$
|
2.04
|
|
|
$
|
13,056
|
|
|
February 13, 2015
|
|
February 6, 2015
|
March 31, 2015
|
|
$
|
0.530
|
|
|
$
|
2.12
|
|
|
$
|
13,702
|
|
|
May 14, 2015
|
|
May 4, 2015
|
June 30, 2015
|
|
$
|
0.550
|
|
|
$
|
2.20
|
|
|
$
|
14,368
|
|
|
August 14, 2015
|
|
August 6, 2015
|
September 30, 2015
|
|
$
|
0.570
|
|
|
$
|
2.28
|
|
|
$
|
15,136
|
|
|
November 13, 2015
|
|
November 6, 2015
|
December 31, 2015
|
|
$
|
0.590
|
|
|
$
|
2.36
|
|
|
$
|
16,124
|
|
|
February 12, 2016
|
|
February 5, 2016
|
March 31, 2016
|
|
$
|
0.610
|
|
|
$
|
2.44
|
|
|
$
|
17,095
|
|
|
May 13, 2016
|
|
May 5, 2016
|
June 30, 2016
|
|
$
|
0.630
|
|
|
$
|
2.52
|
|
|
$
|
18,085
|
|
|
August 12, 2016
|
|
August 5, 2016
|
September 30, 2016
|
|
$
|
0.655
|
|
|
$
|
2.62
|
|
|
$
|
19,302
|
|
|
November 14, 2016
|
|
November 7, 2016
|
December 31, 2016
|
|
$
|
0.680
|
|
|
$
|
2.72
|
|
|
$
|
20,537
|
|
|
February 14, 2017
|
|
February 3, 2017
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
General partner's distributions:
|
|
|
|
|
|
|
||||||
General partner's distributions
|
|
$
|
1,277
|
|
|
$
|
1,109
|
|
|
$
|
938
|
|
General partner's IDRs
|
|
11,160
|
|
|
3,904
|
|
|
945
|
|
|||
Total general partner's distributions
|
|
12,437
|
|
|
5,013
|
|
|
1,883
|
|
|||
|
|
|
|
|
|
|
||||||
Limited partners' distributions:
|
|
|
|
|
|
|
||||||
Common
|
|
58,158
|
|
|
27,439
|
|
|
23,152
|
|
|||
Subordinated
|
|
4,424
|
|
|
26,878
|
|
|
22,799
|
|
|||
Total limited partners' distributions
|
|
62,582
|
|
|
54,317
|
|
|
45,951
|
|
|||
Total cash distributions
|
|
$
|
75,019
|
|
|
$
|
59,330
|
|
|
$
|
47,834
|
|
|
|
|
|
|
|
|
||||||
Cash distributions per limited partner unit
|
|
$
|
2.575
|
|
|
$
|
2.240
|
|
|
$
|
1.900
|
|
|
|
Number of Phantom Units
|
|
Weighted-Average Grant Price
|
|||
Non-vested
|
December 31, 2013
|
274,952
|
|
|
$
|
22.94
|
|
Granted
|
|
10,000
|
|
|
$
|
35.46
|
|
Vested
|
|
(69,488
|
)
|
|
$
|
23.08
|
|
Non-vested
|
December 31, 2014
|
215,464
|
|
|
$
|
23.48
|
|
Granted
|
|
11,836
|
|
|
$
|
39.73
|
|
Vested
|
|
(82,228
|
)
|
|
$
|
23.55
|
|
Non-vested
|
December 31, 2015
|
145,072
|
|
|
$
|
24.76
|
|
Granted
|
|
12,475
|
|
|
$
|
26.05
|
|
Vested
|
|
(69,094
|
)
|
|
$
|
24.66
|
|
Forfeited
|
|
(14,500
|
)
|
|
$
|
22.65
|
|
Non-vested
|
December 31, 2016
|
73,953
|
|
|
$
|
25.49
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Current assets
|
|
$
|
7,760
|
|
|
$
|
11,705
|
|
Non-current assets
|
|
$
|
237,516
|
|
|
$
|
87,467
|
|
Current liabilities
|
|
$
|
4,512
|
|
|
$
|
4,797
|
|
Non-current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Revenues
|
|
$
|
2,217
|
|
|
$
|
—
|
|
Gross profit
|
|
$
|
2,217
|
|
|
$
|
—
|
|
Net loss
|
|
$
|
(3,641
|
)
|
|
$
|
(1,967
|
)
|
•
|
The assets and investments reported in the pipelines and transportation segment provide crude oil gathering, and crude oil, intermediate and finished products transportation and storage services to Delek's refining operations and independent third parties.
|
•
|
The wholesale marketing and terminalling segment provides wholesale marketing and terminalling services to Delek's refining operations and independent third parties.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pipelines and Transportation
|
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
103,749
|
|
|
$
|
102,551
|
|
|
80,683
|
|
||
Third party
|
|
18,423
|
|
|
28,828
|
|
|
10,665
|
|
|||
Total pipelines and transportation
|
|
122,172
|
|
|
131,379
|
|
|
91,348
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
19,425
|
|
|
19,607
|
|
|
4,294
|
|
|||
Operating expenses
|
|
29,235
|
|
|
33,751
|
|
|
31,979
|
|
|||
Segment contribution margin
|
|
$
|
73,512
|
|
|
$
|
78,021
|
|
|
$
|
55,075
|
|
Capital spending (excluding business combinations)
|
|
$
|
8,478
|
|
|
$
|
16,030
|
|
|
$
|
5,804
|
|
|
|
|
|
|
|
|
||||||
Wholesale Marketing and Terminalling
|
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
45,815
|
|
|
50,013
|
|
|
33,900
|
|
|||
Third party
|
|
280,072
|
|
|
408,277
|
|
|
716,005
|
|
|||
Total wholesale marketing and terminalling
|
|
325,887
|
|
|
458,290
|
|
|
749,905
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
282,733
|
|
|
416,697
|
|
|
692,927
|
|
|||
Operating expenses
|
|
7,963
|
|
|
11,172
|
|
|
7,486
|
|
|||
Segment contribution margin
|
|
$
|
35,191
|
|
|
$
|
30,421
|
|
|
$
|
49,492
|
|
Capital spending (excluding business combinations)
|
|
$
|
3,289
|
|
|
$
|
6,397
|
|
|
$
|
3,364
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Affiliate
|
|
$
|
149,564
|
|
|
$
|
152,564
|
|
|
$
|
114,583
|
|
Third party
|
|
298,495
|
|
|
437,105
|
|
|
726,670
|
|
|||
Total Consolidated
|
|
448,059
|
|
|
589,669
|
|
|
841,253
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
302,158
|
|
|
436,304
|
|
|
697,221
|
|
|||
Operating expenses
|
|
37,198
|
|
|
44,923
|
|
|
39,465
|
|
|||
Contribution margin
|
|
108,703
|
|
|
108,442
|
|
|
104,567
|
|
|||
General and administrative expenses
|
|
10,256
|
|
|
11,384
|
|
|
10,616
|
|
|||
Depreciation and amortization
|
|
20,813
|
|
|
19,692
|
|
|
15,022
|
|
|||
(Gain) loss on asset disposals
|
|
(16
|
)
|
|
104
|
|
|
83
|
|
|||
Operating income
|
|
$
|
77,650
|
|
|
$
|
77,262
|
|
|
$
|
78,846
|
|
Capital spending (excluding business combinations)
|
|
$
|
11,767
|
|
|
$
|
22,427
|
|
|
$
|
9,168
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Pipelines and transportation
|
|
$
|
337,349
|
|
|
$
|
283,553
|
|
Wholesale marketing and terminalling
|
|
78,198
|
|
|
91,735
|
|
||
Total Assets
|
|
$
|
415,547
|
|
|
$
|
375,288
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Total assets
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
171
|
|
Total assets
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||
Net assets
|
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
126
|
|
(in thousands)
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Derivative Type
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|||||||||
OTC commodity swaps
(1)
|
Other current assets
|
|
$
|
9
|
|
|
$
|
(82
|
)
|
|
$
|
171
|
|
|
$
|
(45
|
)
|
Total gross value of derivatives
|
|
9
|
|
|
(82
|
)
|
|
171
|
|
|
(45
|
)
|
|||||
Less: Counterparty netting and cash collateral
(2)
|
|
|
9
|
|
|
621
|
|
|
(706
|
)
|
|
(45
|
)
|
||||
Total net fair value of derivatives
|
|
|
$
|
—
|
|
|
$
|
(703
|
)
|
|
$
|
877
|
|
|
$
|
—
|
|
(1)
|
As of
December 31, 2016
and
2015
, we had open derivative contracts representing
93,000
barrels and
171,000
barrels, respectively, of refined petroleum products.
|
(2)
|
As of
December 31, 2016
, we had a cash deficit of
$0.6 million
netted with the net derivative positions of one of our counterparties. As of
December 31, 2015
,
$0.8 million
cash collateral was held by counterparty brokerage firms.
|
|
|
|
Year Ended December 31,
|
||||||||||
Derivative Type
|
Income Statement Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
|
||||||
Interest rate derivatives
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
(92
|
)
|
OTC commodity swaps
|
Cost of goods sold
|
|
(2,122
|
)
|
|
441
|
|
|
3,083
|
|
|||
|
Total
|
|
$
|
(2,122
|
)
|
|
$
|
417
|
|
|
$
|
2,991
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
State income taxes
|
|
121
|
|
|
171
|
|
|
492
|
|
|||
Other items
|
|
(40
|
)
|
|
(366
|
)
|
|
(360
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
81
|
|
|
$
|
(195
|
)
|
|
$
|
132
|
|
•
|
In January 2016, a crude oil release of less than
30
barrels occurred from a gathering line at the Modisette pumping station near El Dorado, Arkansas (the "Modisette Release");
|
•
|
In January 2016, a crude oil release of approximately
350
barrels occurred from the Paline Pipeline near Woodville, Texas (the "Paline Release");
|
•
|
In April 2015, a crude oil release of an estimated
130
barrels was discovered from a gathering line near Fouke, Arkansas (the "Fouke Release");
|
•
|
In April 2014, a release of about
400
barrels of crude oil occurred from a gathering line near Haynesville, Louisiana (the "Haynesville Release");
|
•
|
In March 2013, a release of approximately
5,900
barrels of crude oil, the majority of which was contained on-site, occurred from a pumping facility at our Magnolia Station located west of the El Dorado Refinery (the "Magnolia Release").
|
2017
|
|
$
|
4,943
|
|
2018
|
|
2,189
|
|
|
2019
|
|
253
|
|
|
2020
|
|
190
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
60
|
|
|
Total future minimum rentals
|
|
$
|
7,635
|
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
Net sales
|
|
$
|
104,056
|
|
|
$
|
111,853
|
|
|
$
|
107,470
|
|
|
$
|
124,680
|
|
Operating income
|
|
$
|
18,974
|
|
|
$
|
22,512
|
|
|
$
|
17,001
|
|
|
$
|
19,163
|
|
Net income
|
|
$
|
15,448
|
|
|
$
|
18,893
|
|
|
$
|
13,151
|
|
|
$
|
15,312
|
|
Limited partners' interest in net income
|
|
$
|
13,195
|
|
|
$
|
16,102
|
|
|
$
|
9,892
|
|
|
$
|
11,422
|
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|||||||
Common (basic)
|
|
$
|
0.54
|
|
|
$
|
0.66
|
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
Common (diluted)
|
|
$
|
0.54
|
|
|
$
|
0.66
|
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
Subordinated - Delek (basic and diluted)
|
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
Net sales
|
|
$
|
143,512
|
|
|
$
|
172,134
|
|
|
$
|
165,092
|
|
|
$
|
108,931
|
|
Operating income
|
|
$
|
16,414
|
|
|
$
|
21,139
|
|
|
$
|
21,847
|
|
|
$
|
17,862
|
|
Net income
|
|
$
|
14,003
|
|
|
$
|
18,311
|
|
|
$
|
18,602
|
|
|
$
|
15,295
|
|
Limited partners' interest in net income
|
|
$
|
13,753
|
|
|
$
|
17,202
|
|
|
$
|
17,219
|
|
|
$
|
13,511
|
|
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common (basic)
|
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.56
|
|
Common (diluted)
|
|
$
|
0.56
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.55
|
|
Subordinated - Delek (basic and diluted)
|
|
$
|
0.57
|
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.56
|
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
Certificate of Limited Partnership of Delek Logistics Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 (File No. 333-182631) filed on July 12, 2012).
|
3.2
|
|
|
First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated November 7, 2012 (incorporated by reference to Exhibit 3.1 to the Partnership's Form 8-K filed on November 7, 2012).
|
3.3
|
|
|
Certificate of Formation of Delek Logistics GP, LLC (incorporated by reference to Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (File No. 333-182631) filed on July 12, 2012).
|
3.4
|
|
|
Third Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated as of December 10, 2013 (incorporated by reference to Exhibit 3.1 to the Partnership’s Form 8-K filed on December 13, 2013).
|
10.1
|
#
|
|
Second Amendment to Marketing Agreement, dated as of December 19, 2016, but effective as of October 1, 2016, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP.
|
10.2
|
|
|
First Amendment to Marketing Agreement, dated July, 26, 2013, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 3, 2016).
|
10.3
|
|
|
Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of July 22, 2016, but effective as of February 11, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on August 5, 2016).
|
10.4
|
*
|
|
General Terms and Conditions for Phantom Unit Awards under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 5, 2016).
|
10.5
|
|
|
Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.6
|
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 10-Q filed on August 6, 2015).
|
10.7
|
|
|
Second Amended and Restated Credit Agreement, dated as of December 30, 2014, by and among Delek Logistics Partners, LP, Delek Logistics Operating, LLC, Delek Marketing GP, LLC, Delek Marketing & Supply, LP, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, SALA Gathering Systems, LLC, Paline Pipeline Company, LLC, DKL Transportation, LLC and Fifth Third Bank, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on January 6, 2015).
|
10.8
|
|
|
Contribution, Conveyance and Assumption Agreement, dated November 7, 2012, by and among Delek Logistics Partners, LP, Delek Logistics GP, LLC, Delek Logistics Operating, LLC, Delek Crude Logistics, LLC, Delek US Holdings, Inc., Delek Marketing & Supply, LLC, Delek Marketing and Supply, LP, Lion Oil Company and Delek Logistics Services Company (incorporated by reference to Exhibit 10.4 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.9
|
*
|
|
Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.10
|
*
|
|
Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on August 6, 2015).
|
10.11
|
++
|
|
Marketing Agreement, dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.6 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.12
|
|
|
Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.7 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.13
|
|
|
Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated July 25, 2013, by and between Delek Refining, Ltd. and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K/A filed on July 31, 2013).
|
10.14
|
|
|
Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.9 to the Partnership's Form 8-K filed on November 7, 2012).
|
10.15
|
*
|
|
Form of Director Phantom Unit Award (incorporated by reference to Exhibit 10.6 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012).
|
10.16
|
*
|
|
Form of Employee Phantom Unit Award (incorporated by reference to Exhibit 10.7 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012).
|
10.17
|
*
|
|
Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.13 to the Partnership's Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 24, 2012).
|
10.18
|
|
|
Asset Purchase Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on August 1, 2013).
|
10.19
|
|
|
Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on August 1, 2013).
|
10.20
|
|
|
Amended and Restated Site Services Agreement (Tyler Terminal and Tankage), dated March 31, 2015, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.21
|
|
|
Asset Purchase Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on February 14, 2014).
|
10.22
|
|
|
Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and among Lion Oil Company and Delek Logistics Operating, LLC, and for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on February 14, 2014).
|
10.23
|
|
|
Amended and Restated Site Services Agreement (El Dorado Terminal and Tankage), dated as of March 31, 2015, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.5 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.24
|
|
|
Asset Purchase Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC, Delek US Holdings, Inc. and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.25
|
|
|
Throughput Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on April 6, 2015).
|
10.26
|
++
|
|
First Amended and Restated Limited Liability Company Agreement of Rangeland Rio Pipeline, LLC, dated March 20, 2015, by and between Rangeland Energy II, LLC and DKL RIO, LLC (incorporated by reference to Exhibit 10.6 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
10.27
|
++
|
|
Amended and Restated Limited Liability Company Agreement of Caddo Pipeline LLC, dated March 20, 2015, by and between Plains Pipeline, L.P. and DKL Caddo, LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Form 10-Q filed on May 8, 2015).
|
21.1
|
#
|
|
Subsidiaries of Registrant.
|
23.1
|
#
|
|
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
|
24.1
|
#
|
|
Power of Attorney.
|
31.1
|
#
|
|
Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
31.2
|
#
|
|
Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
|
32.1
|
#
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
#
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
^
|
|
The following materials from Delek Logistics Partners, LP Annual Report on Form 10-K for the annual period ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and 2015; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (v) Notes to Consolidated Financial Statements.
|
|
|
|
|
*
|
|
|
Management contract or compensatory plan or arrangement.
|
#
|
|
|
Filed herewith.
|
++
|
|
|
Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
^
|
|
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(a)
|
The defined term “
Cost Basis
” is deleted.
|
(b)
|
The defined term “
Margin
” is deleted.
|
(c)
|
The defined term “
Services Profit Share
” is deleted.
|
By: DELEK U.S. REFINING GP, LLC,
|
its general partner |
Company Name:
|
State of
Incorporation:
|
Delek Logistics Operating, LLC
|
DE
|
Delek Marketing & Supply, LP
|
DE
|
Delek Marketing GP, LLC
|
DE
|
Delek Crude Logistics, LLC
|
TX
|
Delek Marketing-Big Sandy, LLC
|
TX
|
Paline Pipeline Company, LLC
|
TX
|
Magnolia Pipeline Company, LLC
|
DE
|
SALA Gathering Systems, LLC
|
TX
|
El Dorado Pipeline Company, LLC
|
DE
|
DKL Transportation, LLC
|
DE
|
DKL Caddo, LLC
|
DE
|
DKL RIO, LLC
|
DE
|
|
/s/ Ezra Uzi Yemin
|
Ezra Uzi Yemin
|
Date: February 27, 2017
|
|
/s/ Assaf Ginzburg
|
Assaf Ginzburg
|
Date: February 27, 2017
|
|
/s/ Frederec C. Green
|
Frederec C. Green
|
Date: February 27, 2017
|
|
/s/ Mark B. Cox
|
Mark B. Cox
|
Date: February 27, 2017
|
|
/s/ Charles J. Brown, III
|
Charles J. Brown, III
|
Date: February 27, 2017
|
|
/s/ Eric D. Gadd
|
Eric D. Gadd
|
Date: February 27, 2017
|
|
/s/ Reuven Spiegel
|
Reuven Spiegel
|
Date: February 27, 2017
|
|
/s/ Francis C. D'Andrea
|
Francis C. D'Andrea
|
Date: February 27, 2017
|
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
|